CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 22nd day of April, 1998, by and between
INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the laws of
the state of Missouri, having its principal office and place of business at 000
Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("IFTC"), and THE XXXXXXX FUND
INC., a Maryland corporation, having its principal office and place of business
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the "Fund") and (each
registered investment company listed on Schedule A hereto, as it may be amended
from time to time, incorporated herein by this reference, each having its
principal office and place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
XX 00000 (each a "Fund")).
WITNESSETH:
WHEREAS, Fund desires to appoint IFTC as custodian of the assets of the
Fund's investment portfolio or portfolios (each a "Portfolio", and collectively
the "Portfolios") and as its agent to perform certain investment accounting and
recordkeeping functions; and
WHEREAS, IFTC is willing to accept such appointment on the terms and
conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. The Fund hereby constitutes
and appoints IFTC as:
A. Custodian of the investment securities, interests
in loans and other non-cash investment property,
and monies owned by each of the Portfolios and
delivered to IFTC as custodian hereunder
("Assets"); and
B. Agent to perform certain accounting and
record-keeping functions relating to portfolio
transactions required of a duly registered
investment company under Rule 31a of the Investment
Company Act of 1940, as amended (the " 1940 Act")
and to calculate the net asset value of the
Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges
to IFTC:
1. That it is a registered investment company duly
organized and existing and in good standing under
the laws of its state of organization, and that it
is registered under the 1940 Act; and
2. That it has the requisite power and authority
under applicable state law and under its Articles
of Incorporation and By-laws to enter into this
Agreement; that it has taken all the requisite
action necessary to appoint IFTC as custodian and
investment accounting and recordkeeping agent; that
this Agreement has been duly executed and delivered
by the Fund; and that this Agreement constitutes a
legal, valid and binding obligation of the Fund,
enforceable in accordance with its terms.
B. IFTC hereby represents, warrants and acknowledges
to Fund:
1. That it is a trust company duly organized and
existing and in good standing under the laws of the
State of Missouri; and
2. That it has the requisite power and authority
under applicable law, its charter and its bylaws to
enter into and perform this Agreement; that this
Agreement has been duly executed and delivered
by IFTC; and that this Agreement constitutes a
legal, valid and binding obligation of IFTC,
enforceable in accordance with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. To the extent permitted by
the 1940 Act, the Fund will deliver or cause to be
delivered to IFTC on the effective date hereof, or
as soon thereafter as practicable, and from time to
time thereafter, all Assets acquired by, owned by
or from time to time coming into the possession of
each of the Portfolios during the term hereof. IFTC
has no responsibility or liability whatsoever for
or on account of assets not so delivered.
B. Delivery of Accounts and Records. The Fund will
turn over or cause to be turned over to IFTC all
accounts and records needed by IFTC to fully and
properly perform its duties and responsibilities
hereunder. IFTC may rely conclusively on the
completeness and correctness of such accounts and
records.
C. Delivery of Assets to Third Parties. IFTC will
receive delivery of and keep safely the Assets of
each Portfolio segregated in a separate account.
IFTC will not deliver, assign, pledge or
hypothecate any such Assets to any person except as
permitted by the provisions hereof or any agreement
executed according to the terms of Section 3.P
hereof. Upon delivery of any such Assets to a
subcustodian appointed pursuant hereto (hereinafter
referred to as "Subcustodian"), IFTC will create
and maintain records identifying such Assets as
belonging to the applicable Portfolio. IFTC is
responsible for the safekeeping of the Assets only
until they have been transmitted to and received by
other persons as permitted under the terms hereof,
except for Assets transmitted to Subcustodians, for
which IFTC remains responsible to the extent
provided herein. IFTC may participate directly or
indirectly through a subcustodian in the Depository
Trust Company (DTC), Treasury/Federal Reserve Book
Entry System (Fed System), Participant Trust
Company (PTC) or other depository approved by Fund
(as such entities are defined at 17 CFR Section
270.17f-4(b)) (each a "Depository" and collectively
the "Depositories"). IFTC will be responsible to
the Fund for any loss, damage or expense suffered
or incurred by the Fund resulting from the actions
or omissions of any Depository only to the same
extent such Depository is responsible to IFTC.
D. Registration. IFTC will at all times hold
registered Assets in the name of IFTC as custodian,
the applicable Portfolio, or a nominee of either of
them, unless specifically directed by Instructions,
as hereinafter defined, to hold such registered
Assets in so called "street name;" provided that,
in any event, IFTC will hold all such Assets in an
account of IFTC as custodian containing only Assets
of the applicable Portfolio, or only assets held by
IFTC as a fiduciary or custodian for customers; and
provided further, IFTC's records will at all times
indicate the Portfolio or other customer for which
such Assets are held and the respective interests
therein. If, however, the Fund directs IFTC to
maintain Assets in "street name", notwithstanding
anything contained herein to the contrary, IFTC
will be obligated only to utilize its best efforts
to timely collect income due the Portfolio on such
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Assets and to notify the Portfolio of relevant
information, such as maturities and pendency of
calls, and corporate actions including, without
limitation, calls for redemption, tender or
exchange offers, declaration, record and payment
dates and amounts of any dividends or income,
reorganization, recapitalization, merger,
consolidation, split-up of shares, change of par
value, or conversion ("Corporate Actions"). All
Assets and the ownership thereof by the Portfolio
will at all times be identifiable on the records of
IFTC. The Fund agrees to hold IFTC and its nominee
harmless for any liability as a shareholder of
record of securities held in custody.
E. Exchange. Upon receipt of Instructions, IFTC
will exchange, or cause to be exchanged, Assets
held for the account of a Portfolio for other
Assets issued or paid in connection with any
Corporate Action or otherwise, and will deposit any
such Assets in accordance with the terms of any
such Corporate Action. Without Instructions, IFTC
is authorized to exchange Assets in temporary form
for Assets in definitive form, to effect an
exchange of shares when the par value of stock is
changed, and, upon receiving payment therefor, to
surrender bonds or other Assets at maturity or when
advised of earlier call for redemption, except that
IFTC will receive Instruction prior to surrendering
any convertible security.
F. Purchases of Investments -- Other Than Options
and Futures. On each business day on which a
Portfolio makes a purchase of Assets other than
options and futures, the Fund will deliver to IFTC
Instructions specifying with respect to each such
purchase:
1. If applicable, the name of the Portfolio
making such purchase;
2. The name of the issuer and description of
the Asset;
3. The number of shares and the principal
amount purchased, and accrued interest,
if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the
brokerage commission, taxes and other
expenses payable in connection with the
purchase
7. The total amount payable upon such
purchase;
8. The name of the person from whom or the
broker or dealer through whom the
purchase was made; and
9. Whether the Asset is to be received in
certificated form or via a specified
Depository.
In accordance with such Instructions, IFTC will pay for out of monies
held for the purchasing Portfolio, but only insofar as such monies are available
for such purpose, and receive the Assets so purchased by or for the account of
such Portfolio, except that IFTC, or a Subcustodian, may in its sole discretion
advance funds to such Portfolio which may result in an overdraft because the
monies held on behalf of such Portfolio are insufficient to pay the total amount
payable upon such purchase. Except as otherwise instructed by the Fund, IFTC
will make such payment only upon receipt of Assets: (a) by IFTC; (b) by a
clearing corporation of a national exchange of which IFTC is a member; or (c) by
a Depository. Notwithstanding the foregoing, (i) IFTC may release funds to a
Depository prior to the receipt of advice from the Depository that the Assets
underlying a repurchase agreement have been transferred by book-entry into the
account
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maintained with such Depository by IFTC on behalf of its customers;
provided that IFTC's instructions to the Depository require that the Depository
make payment of such funds only upon transfer by book-entry of the Assets
underlying the repurchase agreement in such account; (ii) IFTC may make payment
for time deposits, call account deposits, currency deposits and other deposits,
foreign exchange transactions, futures contracts or options, before receipt of
an advice or confirmation evidencing said deposit or entry into such
transaction; and (iii) IFTC may make, or cause a Subcustodian to make, payment
for the purchase of Assets the settlement of which occurs outside of the United
States of America in accordance with generally accepted local custom and market
practice.
G. Sales and Deliveries of Investments -- Other
Than Options and Futures. On each business day on
which a Portfolio makes a sale of Assets other than
options and futures, the Fund will deliver to IFTC
Instructions specifying with respect to each such
sale:
1. If applicable, the name of the Portfolio
making such sale;
2. The name of the issuer and description of
the Asset;
3. The number of shares and principal amount
sold, and accrued interest, if any;
4. The date on which the Assets sold were
purchased or other information
identifying the Assets sold and to be
delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage
commission, taxes or other expenses
payable in connection with such sale;
8. The total amount to be received by the
Portfolio upon such sale; and
9. The name and address of the broker or
dealer through whom or person to whom the
sale was made
IFTC will deliver or cause to be delivered the Assets thus designated as
sold for the account of the selling Portfolio as specified in the Instructions.
Except as otherwise instructed by the Fund, IFTC will make such delivery upon
receipt of: (a) payment therefor in such form as is satisfactory to IFTC; (b)
credit to the account of IFTC with a clearing corporation of a national
securities exchange of which IFTC is a member; or (c) credit to the account
maintained by IFTC on behalf of its customers with a Depository. Notwithstanding
the foregoing: (i) IFTC will deliver Assets held in physical form in accordance
with "street delivery custom" to a broker or its clearing agent; or (ii) IFTC
may make, or cause a Subcustodian to make, delivery of Assets the settlement of
which occurs outside of the United States of America upon payment therefor in
accordance with generally accepted local custom and market practice.
H. Purchases or Sales of Options and Futures.
On each business day on which Portfolio makes a
purchase or sale of the options and/or futures
listed below, the Fund will deliver to IFTC
Instructions specifying with respect to each such
purchase or sale:
If applicable, the name of the Portfolio
making such purchase or sale;
In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
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c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an
opening, exercising, expiring or
closing transaction;
g. Whether the transaction involves a
put or call;
h. Whether the option is written or
purchased;
i. Market on which option traded; and
j. Name and address of the broker or
dealer through whom the sale or
purchase was made.
In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an
opening, exercising, expiring or
closing transaction;
h. Whether the transaction involves a
put or call;
i. Whether the option is written or
purchased; and
j. The name and address of the broker or
dealer through whom the sale or
purchase was made, or other
applicable settlement instructions.
In the case of security index futures
contracts
a) The last trading date specified in
the contract and, when available, the
closing level, thereof;
b) The index level on the date the
contract is entered into;
c) The multiple;
d) Any margin requirements;
e) The need for a segregated margin
account (in addition to Instructions,
and if not already in the possession
of IFTC, Fund will deliver a
substantially complete and executed
custodial safekeeping account and
procedural agreement, incorporated
herein by this reference); and
f) The name and address of the futures
commission merchant through whom the
sale or purchase was made, or other
applicable settlement instructions.
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In the case of options on index future
contracts:
a) The underlying index future contract;
b) The premium;
c) The expiration date;
d) The number of options;
e) The exercise price;
f) Whether the transaction involves an
opening, exercising, expiring or
closing transaction;
g) Whether the transaction involves a
put or call;
h) Whether the option is written or
purchased; and
i) The market on which the option is
traded.
I. Assets Pledged or Loaned. If specifically
allowed for in the prospectus of a Portfolio, and
subject to such additional terms and conditions as
IFTC may require:
1. Upon receipt of Instructions, IFTC will release
or cause to be released Assets to the designated
pledgee by way of pledge or hypothecation to
secure any loan incurred by a Portfolio;
provided, however, that IFTC will release Assets
only upon payment to IFTC of the monies
borrowed, except that in cases where additional
collateral is required to secure a borrowing
already made, further Assets may be released
or caused to be released for that purpose.
Upon receipt of Instructions, IFTC will
pay, but only from funds available for such
purpose, any such loan upon redelivery to it
of the Assets pledged or hypothecated therefor
and upon surrender of the note or notes
evidencing such loan.
2. Upon receipt of Instructions, IFTC will release
Assets to the designated borrower; provided,
however, that the Assets will be released only
upon deposit with IFTC of full cash collateral
as specified in such Instructions, and that the
lending Portfolio will retain the right to any
dividends, interest or distribution on such
loaned Assets. Upon receipt of Instructions and
the loaned Assets, IFTC will release the cash
collateral to the borrower.
J. Routine Matters. IFTC will, in general, attend
to all routine and mechanical matters in connection
with the sale, exchange, substitution, purchase,
transfer, or other dealings with the Assets except
as may be otherwise provided herein or upon
Instruction from the Fund.
K. Deposit Accounts. IFTC will open and maintain
one or more special purpose deposit accounts for
each Portfolio in the name of IFTC in such banks or
trust companies (including, without limitation,
affiliates of IFTC) as may be designated by it or
the Fund in writing ("Accounts"), subject only to
draft or order by IFTC upon receipt of
Instructions. IFTC will deposit all monies received
by IFTC from or for the account of a Portfolio in
an Account maintained for such Portfolio. Subject
to Section 5.K hereof, IFTC agrees:
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1. To make Fed Funds available to the
applicable Portfolio at 9:00 a.m. CST, on
the second business day after deposit of
any check into an Account, in the amount
of the check;
2. To make funds available immediately upon
a deposit made by Federal Reserve wire;
and
3. To make funds available on the next
business day after deposit of ACH wires.
L. Income and Other Payments. IFTC will:
1. Collect, claim and receive and deposit
for the account of the applicable
Portfolio all income (including income
from the Accounts) and other payments
which become due and payable on or after
the effective date hereof with respect to
the Assets, and credit the account of
such Portfolio in accordance with the
schedule attached hereto as Exhibit A.
If, for any reason, a Portfolio is
credited with income that is not
subsequently collected, IFTC may reverse
that credited amount. If monies are
collected after such reversal, IFTC will
credit the Portfolio in that amount;
2. Execute ownership and other certificates
and affidavits for all federal, state and
local tax purposes in connection with the
collection of bond and note coupons; and
3. Take such other action as may be
necessary or proper in connection with
(a) the collection, receipt and deposit
of such income and other payments,
including but not limited to the
presentation for payment of all coupons
and other income items requiring
presentation; and all other Assets which
may mature or be called, redeemed,
retired or otherwise become payable and
regarding which IFTC has actual
knowledge, or should reasonably be
expected to have knowledge; and (b) the
endorsement for collection, in the name
of the Fund or a Portfolio, of all
checks, drafts or other negotiable
instruments.
IFTC, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of Instructions
and upon being indemnified to its satisfaction against the costs and expenses of
such suit or other actions. IFTC will receive, claim and collect all stock
dividends, rights and other similar items and will deal with the same pursuant
to Instructions.
M. Proxies and Notices. IFTC will promptly deliver
or mail or have delivered or mailed to the Fund all
proxies properly signed, all notices of meetings,
all proxy statements and other notices, requests or
announcements affecting or relating to Assets and
will, upon receipt of Instructions, execute and
deliver or mail (or cause its nominee to execute
and deliver or mail) such proxies or other
authorizations as may be required. Except as
provided herein or pursuant to Instructions
hereafter received by IFTC, neither it nor its
nominee will exercise any power inherent in any
such Assets, including any power to vote the same,
or execute any proxy, power of attorney, or other
similar instrument voting any of such Assets, or
give any consent, approval or waiver with respect
thereto, or take any other similar action.
N. Disbursements. IFTC will pay or cause to be
paid, insofar as funds are available for the
purpose, bills, statements and other obligations of
each Portfolio (including but not limited to
obligations in connection with the conversion,
exchange or surrender of Assets, interest charges,
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dividend disbursements, taxes, management fees,
custodian fees, legal fees, auditors' fees,
transfer agents' fees, brokerage commissions,
compensation to personnel, and other operating
expenses of such Portfolio) pursuant to
Instructions setting forth the name of the person
to whom payment is to be made, and the amount and
purpose of the payment.
O. Daily Statement of Accounts. IFTC will, within a
reasonable time, render to the Fund a detailed
statement of the amounts received or paid and of
Assets received or delivered for the account of
each Portfolio during each business day. IFTC will
maintain such books and records as are necessary to
enable it to render, from time to time upon request
by Fund, a detailed statement of the Assets. IFTC
will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are
authorized by the Fund, including the Fund's
independent public accountants, reasonable access
to such records or will provide reasonable
confirmation of the contents of such records, and
if demanded, IFTC will permit, and will cause any
Subcustodian to permit, federal and state
regulatory agencies to examine the Assets, books
and records of the Portfolio.
P. Appointment of Subcustodians. Notwithstanding
any other provisions hereof:
1. All or any of the Assets may be held in
IFTC's own custody or in the custody of one
or more other banks or trust companies
(including, without limitation, affiliates
of IFTC) acting as Subcustodians as may be
selected by IFTC. Any such Subcustodian
selected by IFTC must have the
qualifications required for a custodian
under the 1940 Act. IFTC will be responsible
to the applicable Portfolio for any loss,
damage or expense suffered or incurred by
such Portfolio resulting from the actions or
omissions of any Subcustodians selected and
appointed by IFTC (except Subcustodians
appointed at the request of the Fund and as
provided in Subsection 2 below) to the same
extent IFTC would be responsible to the Fund
hereunder if it committed the act or
omission itself.
2. Upon request of the Fund, IFTC will
contract with other Subcustodians reasonably
acceptable to IFTC for purposes of (a)
effecting third-party repurchase
transactions with banks, brokers, dealers,
or other entities through the use of a
common custodian or subcustodian, or (b)
providing depository and clearing agency
services with respect to certain variable
rate demand note securities, or (c) for
other reasonable purposes specified by the
Fund; provided, however, that IFTC will be
responsible to the Fund for any loss, damage
or expense suffered or incurred by the Fund
resulting from the actions or omissions of
any such Subcustodian only to the same
extent such Subcustodian is responsible to
IFTC. The Fund may review IFTC's contracts
with such Subcustodians.
Q. Foreign Custody Manager.
1. Delegation to IFTC as FCM. The Fund, pursuant to
resolution adopted by its Board of Trustees or
Directors (the "Board"), hereby delegates to IFTC,
subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section Q with
respect to Foreign Assets held outside the United
States, and IFTC hereby accepts such delegation, as
FCM of each Portfolio. It is understood and agreed
that IFTC will sub-contract the performance of its
responsibilities hereunder with State Street Bank &
Trust Company. IFTC will be responsible to the
applicable Portfolio for any loss, damage or
8
expense suffered or incurred by such Portfolio
resulting from the actions or omissions of State
Street Bank & Trust Company to the same extent IFTC
would be responsible to the Fund hereunder if it
committed the act or omission itself. References
herein to "FCM" shall include IFTC and State Street
Bank & Trust Company.
2. Definitions. Capitalized terms in this
Section Q have the following meanings:
"Country Risk" means all factors reasonably
related to the systemic risk of holding
Foreign Assets in a particular country
including, but not limited to, such
country's political environment; economic
and financial infrastructure (including
financial institutions such as any Mandatory
Securities Depositories operating in the
country); prevailing or developing custody
and settlement practices; and laws and
regulations applicable to the safekeeping
and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning
set forth in section (a)(1) of Rule 17f-5,
except that the term does not include
Mandatory Securities Depositories.
"Foreign Assets" means any of the
Portfolios' investments (including foreign
currencies) for which the primary market is
outside the United States and such cash and
cash equivalents in amounts deemed by the
Fund to be reasonably necessary to effect
the Portfolios' transactions in such
investments.
"Foreign Custody Manager" or "FCM" has the
meaning set forth in section (a)(2) of Rule
17f-5.
"Mandatory Securities Depository" means a
foreign securities depository or clearing
agency that, either as a legal or practical
matter, must be used if the Fund determines
to place Foreign Assets in a country outside
the United States (i) because required by
law or regulation; (ii) because securities
cannot be withdrawn from such foreign
securities depository or clearing agency; or
(iii) because maintaining or effecting
trades in securities outside the foreign
securities depository or clearing agency is
not consistent with prevailing or developing
custodial or market practices.
3. Countries Covered. The FCM is responsible for
performing the delegated responsibilities defined
below only with respect to the countries and
custody arrangements for each such country listed
on Exhibit D hereto, which may be amended from time
to time by the FCM. The FCM will list on Exhibit D
the Eligible Foreign Custodians selected by the FCM
to maintain the assets of each Portfolio. Mandatory
Securities Depositories are listed on Exhibit E
hereto, which Exhibit E may be amended from time to
time by the FCM. The FCM will provide amended
versions of Exhibits D and E in accordance with
subsection 7 of this Section Q.
Upon the receipt by the FCM of Instructions
to open an account, or to place or maintain
Foreign Assets, in a country listed on
Exhibit D, and the fulfillment by the Fund
of the applicable account opening
requirements for such country, the FCM is
deemed to have been
9
delegated by the Board responsibility as FCM
with respect to that country and to have
accepted such delegation. Following the
receipt of Instructions directing the FCM to
close the account of a Portfolio with the
Eligible Foreign Custodian selected by the
FCM in a designated country, the delegation
by the Board to IFTC as FCM for that country
is deemed to have been withdrawn and IFTC
will immediately cease to be the FCM of the
Portfolio with respect to that country.
The FCM may withdraw its acceptance of
delegated responsibilities with respect to a
designated country upon written notice to
the Fund. Thirty (30) days (or such longer
period as to which the parties agree in
writing) after receipt of any such notice by
the Fund, IFTC will have no further
responsibility as FCM to a Portfolio with
respect to the country as to which IFTC's
acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities.
a. Selection of Eligible Foreign
Custodians. Subject to the
provisions of this Section Q, the
FCM may place and maintain the
Foreign Assets in the care of the
Eligible Foreign Custodian selected
by the FCM in each country listed on
Exhibit D, as amended from time to
time.
In performing its delegated
responsibilities as FCM to place or
maintain Foreign Assets with an
Eligible Foreign Custodian, the FCM
will determine that the Foreign
Assets will be subject to reasonable
care, based on the standards
applicable to custodians in the
country in which the Foreign Assets
will be held by that Eligible
Foreign Custodian, after considering
all factors relevant to the
safekeeping of such assets,
including, without limitation, those
set forth in Rule 17f-5(c)(1)(I)
through (iv).
b. Contracts With Eligible Foreign
Custodians. The FCM will determine
that the contract (or the rules or
established practices or procedures
in the case of an Eligible Foreign
Custodian that is a foreign
securities depository or clearing
agency) governing the foreign
custody arrangements with each
Eligible Foreign Custodian selected
by the FCM will provide reasonable
care for the Foreign Assets held by
that Eligible Foreign Custodian
based on the standards applicable to
custodians in the particular
country. Each such contract will
include the provisions set forth in
Rule 17f-5(c)(2)(I)(A) through(F),
or, in lieu of any or all of the
provisions set forth in said (A)
through (F), such other provisions
that the FCM determines will
provide, in their entirety, the same
or greater level of care and
protection for the Foreign Assets as
the provisions set forth in said (A)
through (F) in their entirety.
c. Monitoring. In each case in which
the FCM maintains Foreign Assets
with an Eligible Foreign Custodian
selected by the FCM, the FCM will
establish a system to monitor (a)
the appropriateness of maintaining
the Foreign Assets with such
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Eligible Foreign Custodian and
(b) the contract governing the
custody arrangements established by
the FCM with the Eligible Foreign
Custodian. In the event the FCM
determines that the custody
arrangements with an Eligible
Foreign Custodian it has selected
are no longer appropriate, the FCM
will notify the Board in accordance
with subsection 7 of this Section Q.
5. Guidelines for the Exercise of Delegated
Authority. For purposes of this Section Q, the
Board will be solely responsible for considering
and determining to accept such Country Risk as is
incurred by placing and maintaining the Foreign
Assets in each country for which IFTC is serving as
FCM of a Portfolio, and the Board will be solely
responsible for monitoring on a continuing basis
such Country Risk to the extent that the Board
considers necessary or appropriate. The Fund, on
behalf of the Portfolios, and IFTC each expressly
acknowledge that the FCM will not be delegated any
responsibilities under this Section Q with respect
to Mandatory Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In
performing the responsibilities delegated to it,
the FCM agrees to exercise reasonable care,
prudence and diligence such as a person having
responsibility for the safekeeping of assets of
management investment companies registered under
the 1940 Act would exercise.
7. Reporting Requirements. The FCM will report the
withdrawal of the Foreign Assets from an Eligible
Foreign Custodian and the placement of such Foreign
Assets with another Eligible Foreign Custodian by
providing to the Board amended Exhibits D and E at
the end of the calendar quarter in which an
amendment to either Schedule has occurred. The FCM
will make written reports notifying the Board of
any other material change in the foreign custody
arrangements of a Portfolio described in this
Section Q after the occurrence of the material
change.
8. Representations with Respect to Rule 17f-5.
The FCM represents to the Fund that it is a U.S.
Bank as defined in section (a)(7) of Rule 17f-5.
The Fund represents to IFTC that the Board
has determined that it is reasonable for the
Board to rely on IFTC and State Street Bank
& Trust Company to perform the
responsibilities delegated pursuant to this
Contract to IFTC and State Street Bank &
Trust Company as the FCM of each Portfolio
and that IFTC has been granted the authority
by Fund to delegate to State Street Bank &
Trust Company the FCM functions to which
IFTC has been appointed by Fund.
9. Effective Date and Termination of IFTC as FCM.
The Board's delegation to IFTC as FCM of a
Portfolio will be effective as of the date hereof
and will remain in effect until terminated at any
time, without penalty, by written notice from the
terminating party to the non-terminating party.
Termination will become effective thirty (30) days
after receipt by the non-terminating party of such
notice. The provisions of subsection 3 of this
Section Q govern the delegation to and termination
of IFTC as FCM of the Fund with respect to
designated countries.
11
R. Accounts and Records. IFTC will prepare and maintain, with
the direction and as interpreted by the Fund, the Fund's or
Portfolio's accountants and/or other advisors, in complete,
accurate and current form all accounts and records: (1) required
to be maintained by the Fund with respect to portfolio
transactions under Section 31(a) of the 1940 Act and the rules
and regulations from time to time adopted thereunder; (2)
required to be maintained as a basis for calculation of each
Portfolio's net asset value; and (3) as otherwise agreed upon
by the parties. The Fund will advise IFTC in writing of all
applicable record retention requirements, other than those set
forth in the 1940 Act. IFTC will preserve such accounts and
records in the manner and for the periods prescribed in the 1940
Act or for such longer period as is agreed upon by the parties.
The Fund will furnish, in writing or its electronic or digital
equivalent, accurate and timely information needed by IFTC to
complete such accounts and records, including Corporate Actions,
when such information is not readily available from generally
accepted securities industry services or publications.
S. Accounts and Records Property of the Fund. IFTC acknowledges
that all of the accounts and records maintained by IFTC pursuant
hereto are the property of the Fund, and will be made available
to the Fund for inspection or reproduction within a reasonable
period of time, upon demand. IFTC will assist the Fund's
independent auditors, or upon approval of the Fund, or upon
demand, any regulatory body, in any requested review of the
Fund's accounts and records but the Fund will reimburse IFTC for
all expenses and employee time invested in any such review
outside of routine and normal periodic reviews. Upon receipt from
the Fund of the necessary information or instructions, IFTC will
supply information from the books and records it maintains for
the Fund that the Fund needs for tax returns, questionnaires,
periodic reports to shareholders and such other reports and
information requests as the Fund and IFTC agree upon from time to
time.
T. Adoption of Procedures. IFTC and the Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto as Exhibit B.
IFTC and the Fund may from time to time adopt such additional
procedures as they agree upon, and IFTC may conclusively assume
that no procedure approved or directed by the Fund, the Fund's or
Portfolio's accountants or other advisors conflicts with or
violates any requirements of the prospectus, articles of
incorporation, bylaws or any applicable law, rule or regulation,
or any order, decree or agreement by which the Fund may be bound.
The Fund will be responsible for notifying IFTC of any changes in
statutes, regulations, rules, requirements or policies which
might necessitate changes in IFTC's responsibilities or
procedures.
U. Calculation of Net Asset Value. The Fund will give
Instructions to IFTC specifying the outside pricing sources to be
utilized as sources of Asset prices ("Pricing Sources"). In the
event that the Fund specifies Reuters America, Inc., it will
enter into the Agreement attached hereto as Exhibit C. IFTC will
calculate each Portfolio's net asset value, in accordance with
the Portfolio's prospectus. IFTC will price the Assets, including
foreign currency holdings, of each Portfolio for which market
quotations are available from the Pricing Sources; all other
Assets will be priced in accordance with the Fund's Instructions.
V. Advances. The Fund will pay on demand any advance of cash or
securities made by IFTC or any Subcustodian, in its sole
discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange or
foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be subject
to an overdraft charge at the rate set forth in the then-current
fee schedule from the date advanced until the date repaid. As
security for each such advance, the Fund hereby grants IFTC and
such Subcustodian a lien on and security interest in all Assets
at any time held for the account of the applicable Portfolio,
including without
12
limitation all Assets acquired with the amount advanced. Should
the Fund fail to promptly repay the advance, IFTC and such
Subcustodian may utilize available cash and dispose of such
Portfolio's Assets pursuant to applicable law to the extent
necessary to obtain reimbursement of the amount advanced and any
related overdraft charges.
W. Exercise of Rights: Tender Offers. Upon receipt of
Instructions, IFTC will: (1) deliver warrants, puts, calls,
rights or similar securities to the issuer or trustee thereof, or
to the agent of such issuer or trustee, for the purpose of
exercise or sale, provided that the new Assets, if any, are to be
delivered to IFTC; and (2) deposit securities upon invitations
for tenders thereof, provided that the consideration for such
securities is to be paid or delivered to IFTC or the tendered
securities are to be returned to IFTC.
X. Fund Shares.
1. The Fund will deliver to IFTC Instructions with respect to
the declaration and payment of any dividend or other
distribution on the shares of capital stock of a Portfolio
("Fund Shares") by a Portfolio. On the date specified in
such Instruction, IFTC will pay out of the monies held for
the account of the Portfolio, insofar as it is available
for such purposes, and credit to the account of the
Dividend Disbursing Agent for the Portfolio, the amount
specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give IFTC
Instructions regarding the aggregate dollar amount to be
paid for such shares. Upon receipt of such Instruction,
IFTC will charge such aggregate dollar amount to the
account of the Portfolio and either deposit the same in
the account maintained for the purpose of paying for the
repurchase or redemption of Fund Shares or deliver the
same in accordance with such Instruction. IFTC has no
duty or responsibility to determine that Fund Shares have
been removed from the proper shareholder accounts or that
the proper number of Fund Shares have been canceled and
removed from the shareholder records.
3. Whenever Fund Shares are purchased from the Fund, the Fund
will deposit or cause to be deposited with IFTC the amount
received for such shares. IFTC has no duty or
responsibility to determine that Fund Shares purchased
from the Fund have been added to the proper shareholder
account or that the proper number of such shares have been
added to the shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written
(including telecopied, telexed, or electronically
transmitted) or oral instructions which IFTC reasonably
believes were given by a designated representative of the
Fund. The Fund will deliver to IFTC, prior to delivery of
any Assets to IFTC and thereafter from time to time as
changes therein are necessary, written Instructions
naming one or more designated representatives to give
Instructions in the name and on behalf of the Fund, which
Instructions may be received and accepted by IFTC as
conclusive evidence of the authority of any designated
representative to act for the Fund and may be considered
to be in full force and effect until receipt by IFTC of
notice to the contrary. Unless such written Instructions
delegating authority to any person to give Instructions
specifically limit such authority to specific matters or
require that the approval of anyone else will first have
been obtained, IFTC will be under no obligation to
inquire into the right of such person, acting alone, to
give any Instructions whatsoever. If the Fund fails to
provide IFTC any such Instructions naming designated
representatives, any Instructions received
13
by IFTC from a person reasonably believed to be an
appropriate representative of the Fund will constitute
valid and proper Instructions hereunder. "Designated
representatives" may include the Fund's or a Portfoliois
employees and agents, including investment managers and
their employees.
B. No later than the next business day immediately following
each oral Instruction, the Fund will send IFTC written
confirmation of such oral Instruction. At IFTC's sole
discretion, IFTC may record on tape, or otherwise, any
oral Instruction whether given in person or via telephone,
each such recording identifying the date and the time of
the beginning and ending of such oral Instruction.
C. The Fund will provide, upon IFTC's request, a certificate
signed by an officer or designated representative of the
Fund, as conclusive proof of any fact or matter required
to be ascertained from Fund hereunder. The Fund will also
provide IFTC Instructions with respect to any matter
concerning this Agreement requested by IFTC. If IFTC
reasonably believes that it could not prudently act
according to the Instructions, or the instruction or
advice of the Fund's or a Portfolio's accountants or
counsel, it may in its discretion, with notice to the
Fund, not act according to such Instructions.
5. LIMITATION OF LIABILITY OF IFTC. IFTC is not responsible or
liable for, and the Fund will indemnify and hold IFTC harmless
from and against, any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities which may be
asserted against or incurred by IFTC or for which IFTC may be
held to be liable, arising out of or attributable to:
A. IFTC's action or omission to act pursuant hereto; provided
that IFTC has acted in good faith and with due diligence
and reasonable care; and provided further, that IFTC is
not liable for consequential, special, or punitive damages
in any event.
B. IFTC's payment of money as requested by the Fund, or the
taking of any action which might make it or its nominee
liable for payment of monies or in any other way;
provided, however, that nothing herein obligates IFTC to
take any such action or expend its own monies in its sole
discretion.
C. IFTC's action or omission to act hereunder upon any
Instructions, advice, notice, request, consent,
certificate or other instrument or paper appearing to it
to be genuine and to have been properly executed,
including any Instructions, communications, data or other
information received by IFTC by means of the Systems, as
hereinafter defined, or any electronic system of
communication.
D. IFTC's action or omission to act in good faith reliance on
the advice or opinion of counsel for the Fund or of its
own counsel with respect to questions or matters of law,
which advice or opinion may be obtained by IFTC at the
expense of the Fund, or on the Instructions, advice or
statements of any officer or employee of the Fund, or the
Fund's accountants or other authorized individuals, and
other persons believed by it in good faith to be expert in
matters upon which they are consulted.
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the
foregoing, IFTC is under no duty or obligation to inquire
into:
14
1. The validity of the issue of any securities
purchased by or for any Portfolio, or the
legality of the purchase thereof or of
foreign currency positions, or evidence of
ownership required by the Fund to be
received by IFTC, or the propriety of the
decision to purchase or the amount paid
therefor;
2. The legality of the sale of any securities
or foreign currency positions
by or for any Portfolio, or the propriety
of the amount for which the
same are sold; or
3. The legality of the issue or sale of any
Fund Shares, or the sufficiency of the
amount to be received therefor, the legality
of the repurchase or redemption of any Fund
Shares, or the propriety of the amount to be
paid therefor, or the legality of the
declaration of any dividend by the Fund, or
the legality of the issue of any Fund Shares
in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information
provided by or on behalf of a Portfolio to IFTC, including
the accuracy of the prices quoted by the Pricing Sources
or for the information supplied by the Fund to price the
Assets, or the failure of the Fund to provide, or provide
in a timely manner, any accounts, records, or information
needed by IFTC to perform hereunder.
G. The Fund's refusal or failure to comply with the terms
hereof (including without limitation the Fund's failure to
pay or reimburse IFTC under Section 5 hereof), the Fund's
gross negligence or willful misconduct, or the failure of
any representation or warranty of the Fund hereunder to be
and remain true and correct in all respects at all times.
H. The use or misuse, whether authorized or unauthorized, of
the Systems or any electronic system of communication used
hereunder, by the Fund or by any person who acquires
access to the Systems or such other systems through the
terminal device, passwords, access instructions or other
means of access to such Systems or such other system which
are utilized by, assigned to or otherwise made available
to the Fund, except to the extent attributable to any
gross negligence or willful misconduct by IFTC.
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for
the payment of money to be received by IFTC on behalf of a
Portfolio until actually received; provided, however, that
IFTC will advise the Fund promptly if it fails to receive
any such money in the ordinary course of business and will
cooperate with the Fund toward the end that such money is
received.
J. Except as provided in Section 3.P hereof, loss occasioned
by the acts, neglects, defaults or insolvency of any
broker, bank, trust company, or any other person with whom
IFTC may deal.
K. The failure or delay in performance of its obligations
hereunder, or those of any entity for which it is
responsible hereunder, arising out of or caused, directly
or indirectly, by circumstances beyond the affected
entity's reasonable control, including, without
limitation: any interruption, loss or malfunction of any
utility, transportation, computer (hardware or software)
or communication service; inability to obtain labor,
material, equipment or transportation, or a delay in
mails; governmental or exchange action, statute,
ordinance, rulings,
15
regulations or direction; war, strike, riot, emergency,
civil disturbance, terrorism, vandalism, explosions, labor
disputes, freezes, floods, fires, tornados, acts of God or
public enemy, revolutions, or insurrection.
6. COMPENSATION. In consideration for its services hereunder, the
Fund will pay to IFTC the compensation set forth in a separate
fee schedule, incorporated herein by this reference, to be agreed
to by the Fund and IFTC from time to time, and reimbursement for
IFTC's cash disbursements and reasonable out-of-pocket costs and
expenses, including attorney's fees, incurred by IFTC in
connection with the performance of services hereunder, on demand.
IFTC may charge such compensation against monies held by it for
the account of the portfolios. IFTC will also be entitled to
charge against any monies held by it for the account of the
portfolios the amount of any loss, damage, liability, advance,
overdraft or expense for which it is entitled to reimbursement
from the Fund, including but not limited to fees and expenses due
to IFTC for other services provided to the Fund by IFTC. IFTC
will be entitled to reimbursement by the Fund for the losses,
damages, liabilities, advances, overdrafts and expenses of
subcustodians only to the extent that (a) IFTC would have been
entitled to reimbursement hereunder if it had incurred the same
itself directly, and (b) IFTC is obligated to reimburse the
subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this agreement is for a
period of one (1) year. thereafter, the Fund or IFTC may
terminate the same by notice in writing, delivered or mailed,
postage prepaid, to the other party and received not less than
ninety (90) days prior to the date upon which such termination
will take effect. upon termination hereof:
A. The Fund will pay IFTC its fees and compensation due
hereunder and its reimbursable disbursements, costs and
expenses paid or incurred to such date;
B. The Fund will designate a successor investment accounting
and recordkeeping agent (which may be the Fund) by
Instruction to IFTC;
C. The Fund will designate a successor custodian by
Instruction to IFTC. In the event no such Instruction has
been delivered to IFTC on or before the date when such
termination becomes effective, then IFTC may, at its
option, (i) choose as successor custodian bank or trust
company meeting the qualifications for custodian set forth
in the 1940 Act and having not less than Two Million
Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report,
or (ii) apply to a court of competent jurisdiction for the
appointment of a successor or other proper relief, or take
any other lawful action under the circumstances; provided,
however, that the Fund will reimburse IFTC for its costs
and expenses, including reasonable attorney's fees,
incurred in connection therewith; and
16
D. IFTC will, upon payment of all sums due to IFTC from the
Fund hereunder or otherwise, deliver at IFTC's office (i)
all accounts and records to the successor investment
accounting and recordkeeping agent or, if none, to the
Fund; and (ii) all Assets, duly endorsed and in form for
transfer, to the successor custodian, or as specified by
the court. IFTC will cooperate in effecting changes in
book-entries at all Depositories. Upon delivery to a
successor or as specified by the court, IFTC will have no
further obligations or liabilities hereunder. Thereafter
such successor will be the successor hereunder and will be
entitled to reasonable compensation for its services.
In the event that accounts, records or Assets remain in the
possession of IFTC after the date of termination hereof for any
reason other than IFTC's failure to deliver the same, IFTC is
entitled to compensation as provided in the then-current fee
schedule for its services during such period, and the provisions
hereof relating to the duties and obligations of IFTC will remain
in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings
addressed to the Fund at the address set forth above, or at such
other address as the Fund may have designated to IFTC in writing,
will be deemed to have been properly given to the Fund hereunder.
notices, requests, instructions and other writings addressed to
IFTC at the address set forth above, attention: custody
department, or to such other address as it may have designated to
the Fund in writing, will be deemed to have been properly given
to IFTC hereunder.
9. THE SYSTEMS: CONFIDENTIALITY.
A. If IFTC provides the Fund direct access to the
computerized investment portfolio custody, record-keeping
and accounting systems used by IFTC ("Systems") or if IFTC
and the Fund agree to utilize any electronic system of
communication, the Fund agrees to implement and enforce
appropriate security policies and procedures to prevent
unauthorized or improper access to or use of the Systems
or such other system.
B. The Fund will preserve the confidentiality of the Systems
and the tapes, books, reference manuals, instructions,
records, programs, documentation and information of, and
other materials relevant to, the Systems and the business
of IFTC ("Confidential Information"). The Fund agrees that
it will not voluntarily disclose any such Confidential
Information to any other person other than its own
employees who reasonably have a need to know such
information pursuant hereto. The Fund will return all such
Confidential Information to IFTC upon termination or
expiration hereof.
C. The Fund has been informed that the Systems are licensed
for use by IFTC from one or more third parties
("Licensors"), and the Fund acknowledges that IFTC and
Licensors have proprietary rights in and to the Systems
and all other IFTC or Licensor programs, code, techniques,
know-how, data bases, supporting documentation, data
formats, and procedures, including without limitation any
changes or modifications made at the request or expense or
both of the Fund (collectively, the '"Protected
Information"). The Fund acknowledges that the Protected
Information constitutes confidential material and trade
secrets of IFTC and Licensors. The Fund will preserve the
confidentiality of the Protected Information, and Fund
hereby acknowledges that any unauthorized use, misuse,
disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer
system, or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any
computer, computer system, or computer network, may be
subject to civil liabilities and criminal penalties under
applicable law. Fund will so inform employees
17
and agents who have access to the Protected Information or
to any computer equipment capable of accessing the same.
Licensors are intended to be and are third party
beneficiaries of Fund's obligations and undertakings
contained in this Section.
D. The Fund hereby represents and warrants to IFTC that it
has determined to its satisfaction that the Systems are
appropriate and suitable for its use. The systems are
provided on an as is, as available basis. IFTC expressly
disclaims all warranties except those expressly stated
herein including, but not limited to, the implied
warranties of merchantability and fitness for a particular
purpose.
10. MULTIPLE PORTFOLIOS. If the Fund is comprised of more than one
Portfolio:
A. Each Portfolio will be regarded for all purposes hereunder
as a separate party apart from each other Portfolio.
Unless the context otherwise requires, with respect to
every transaction covered hereby, every reference herein
to the Fund is deemed to relate solely to the particular
Portfolio to which such transaction relates. Under no
circumstances will the rights, obligations or remedies
with respect to a particular Portfolio constitute a right,
obligation or remedy applicable to any other Portfolio.
The use of this single document to memorialize the
separate agreement of each Portfolio is understood to be
for clerical convenience only and will not constitute any
basis for joining the Portfolios for any reason.
B. The Fund may appoint IFTC as its custodian and investment
accounting and record-keeping agent for additional
Portfolios from time to time by written notice, provided
that IFTC consents to such addition. Rates or charges for
each additional Portfolio will be as agreed upon by IFTC
and the Fund in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the
rights and liabilities of the parties hereto will be
governed by, the laws of the State of Missouri without
reference to the choice of laws principles thereof.
B. All terms and provisions hereof will be binding upon,
inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted
assigns.
C. The representations and warranties, the indemnifications
extended hereunder, and the provisions of Section 10
hereof are intended to and will continue after and survive
the expiration, termination or cancellation hereof.
D. No provisions hereof may be amended or modified in any
manner except by a written agreement properly authorized
and executed by each party hereto.
E. The failure of either party to insist upon the performance
of any terms or conditions hereof or to enforce any rights
resulting from any breach of any of the terms or
conditions hereof, including the payment of damages, will
not be construed as a continuing or permanent waiver of
any such terms, conditions, rights or privileges, but the
same will continue and remain in full force and effect as
if no such forbearance or waiver had occurred. No waiver,
release or discharge of any party's rights hereunder will
be effective unless contained in a written instrument
signed by the party sought to be charged.
F. The captions herein are included for convenience of
reference only' and in no way define or limit any of the
provisions hereof or otherwise affect their construction
or effect.
18
G. This Agreement may be executed in two or more
counterparts, each of which is deemed an original but all
of which together constitute one and the same instrument.
H. If any provision hereof is determined to be invalid,
illegal, in conflict with any law or otherwise
unenforceable, the remaining provisions hereof will be
considered severable and will not be affected thereby, and
every remaining provision hereof will remain in full force
and effect and will remain enforceable to the fullest
extent permitted by applicable law.
I. This Agreement may not be assigned by either party
hereto without the prior written
consent of the other party.
J. Neither the execution nor performance hereof will be
deemed to create a partnership or joint venture by and
between IFTC and the Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement
does not in any way affect any other agreements entered
into among the parties hereto and any actions taken or
omitted by either party hereunder will not affect any
rights or obligations of the other party hereunder.
L. Notice is hereby given that a copy of the Fund's Articles
of Incorporation and all amendments thereto is on file
with the Secretary of State of the state of its
organization; that this Agreement has been executed on
behalf of the Fund by the undersigned duly authorized
representative of the Fund in his/her capacity as such and
not individually; and that the obligations of this
Agreement are binding only upon the assets and property of
the Fund and not upon any director, officer or shareholder
of the Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST THE XXXXXXX FUND INC.
COMPANY
By: Xxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxx
_______________________ _____________________
Title: Vice President Title: Executive Vice President
____________________ ________________________
19
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
FOREIGN--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.
------------------------------------------------------------------------------------------------------
MARKET INCOME POLICY MARKET INCOME POLICY MARKET INCOME POLICY
------------------------------------------------------------------------------------------------------
Argentina Actual Hong Kong Contractual Poland Actual
------------------------------------------------------------------------------------------------------
Australia Contractual Hungary Actual Portugal Contractual
------------------------------------------------------------------------------------------------------
Austria Contractual India Actual Russia Actual
------------------------------------------------------------------------------------------------------
Bahrain Actual Indonesia Actual Singapore Contractual
------------------------------------------------------------------------------------------------------
Bangladesh Actual Ireland Actual Slovak Republic Actual
------------------------------------------------------------------------------------------------------
Belgium Contractual Israel Actual South Africa Actual
------------------------------------------------------------------------------------------------------
Bermuda Actual Italy Contractual South Korea Actual
------------------------------------------------------------------------------------------------------
* Bolivia Actual Ivory Coast Actual Spain Contractual
------------------------------------------------------------------------------------------------------
Botswana Actual * Jamaica Actual Sri Lanka Actual
------------------------------------------------------------------------------------------------------
Brazil Actual Japan Contractual Swaziland Actual
------------------------------------------------------------------------------------------------------
Canada Contractual Jordan Actual Sweden Contractual
------------------------------------------------------------------------------------------------------
Chile Actual Kenya Actual Switzerland Contractual
------------------------------------------------------------------------------------------------------
China Actual Lebanon Actual Taiwan Actual
------------------------------------------------------------------------------------------------------
Colombia Actual Luxembourg Actual Thailand Actual
------------------------------------------------------------------------------------------------------
Cyprus Actual Malaysia Actual * Trinidad Actual
& Tobago
------------------------------------------------------------------------------------------------------
Czech
Republic Actual Mauritius Actual * Tunisia Actual
------------------------------------------------------------------------------------------------------
Denmark Contractual Mexico Actual Turkey Actual
------------------------------------------------------------------------------------------------------
Ecuador Actual Morocco Actual United Kingdom Contractual
------------------------------------------------------------------------------------------------------
Egypt Actual Namibia Actual United States See Attached
------------------------------------------------------------------------------------------------------
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
------------------------------------------------------------------------------------------------------
Euro CDs Actual New Zealand Contractual Venezuela Actual
------------------------------------------------------------------------------------------------------
Finland Contractual Norway Contractual Zambia Actual
------------------------------------------------------------------------------------------------------
France Contractual Oman Actual Zimbabwe Actual
------------------------------------------------------------------------------------------------------
Germany Contractual Pakistan Actual
------------------------------------------------------------------------------------------------------
Ghana Actual Peru Actual
------------------------------------------------------------------------------------------------------
Greece Actual Philippines Actual
------------------------------------------------------------------------------------------------------
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with Income
Policy of Xxxxxxxxxxx.
00
XXXXXX XXXXXX--
------------------------------------------------------------------------------------------------------
INCOME TYPE DTC FED PTC PHYSICAL
------------------------------------------------------------------------------------------------------
Dividends Contractual N/A N/A Actual
------------------------------------------------------------------------------------------------------
Fixed Rate
Interest Contractual Contractual N/A Actual
------------------------------------------------------------------------------------------------------
Variable Rate
Interest Contractual Contractual N/A Actual
------------------------------------------------------------------------------------------------------
GNMA I N/A N/A Contractual PD +1 N/A
------------------------------------------------------------------------------------------------------
GNMA II N/A N/A Contractual PD *** N/A
------------------------------------------------------------------------------------------------------
Mortgages Actual Contractual Contractual Actual
------------------------------------------------------------------------------------------------------
Maturities Actual Contractual N/A Actual
------------------------------------------------------------------------------------------------------
Exceptions to the above Contractual Income Policy include securities that are:
Involved in a trade whose settlement either failed, or is pending over
the record date, (excluding the United States);
On loan under a self directed securities lending program other than
IFTCs own vendor lending program;
Known to be in a condition of default, or suspected to present a risk of
default or payment delay;
In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
Securities whose amount of income and redemption cannot be calculated in
advance of payable date, or determined in advance of actual collection,
examples include ADRs;
Payments received as the result of a corporate action, not limited to,
bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter
21
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
1 OBLIGATION OF THE SENDER: IFTC is authorized to promptly debit Fund's
(A Client's) account(s) upon the receipt of a payment order in compliance with
any of the Security Procedures chosen by the Client, from those offered on the
attached selection form (and any updated selection forms hereafter executed by
the Client), for funds transfers and in the amount of money that IFTC has been
instructed to transfer. IFTC is hereby instructed to accept funds transfer
instructions only via the delivery methods and Security Procedures indicated on
the attached selection form (and any updated executed by the Client). The Client
agrees that the Security Procedures are reasonable and adequate for its wire
transfer transactions and agrees to be bound by any payment orders, amendments
and cancellations, whether or not authorized, issued in its name and accepted by
IFTC after being confirmed by any of the selected Security Procedures. The
Client also agrees to be bound by any other valid and authorized payment order
accepted by IFTC. IFTC shall execute payment orders in compliance with the
selected Security Procedures and with the Client's/Investment Manager's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. IFTC will use reasonable efforts to execute on the
execution date payment orders received after the customary deadline, but if it
is unable to execute any such payment order on the execution date, such payment
order will be deemed to have been received on the next business day.
2 SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by IFTC.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to IFTC.
The Client must notify IFTC immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Clients authorized personnel. IFTC shall verify the authenticity of all
instructions according to the selected Security Procedures.
3 ACCOUNT NUMBERS: IFTC shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by IFTC at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. IFTC will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4 REJECTION: IFTC reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of IFTC's receipt of such payment order;
(b) if initiating such payment order would cause IFTC, in IFTC's sole judgment,
to exceed any applicable volume, aggregate dollar, network, time, credit or
similar limits upon wire transfers; or (c) if IFTC, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
5 CANCELLATION OR AMENDMENT: IFTC shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford IFTC a reasonable opportunity to act prior to
executing the payment order. However, IFTC assumes no liability if the request
for amendment or cancellation cannot be satisfied by IFTC's reasonable efforts.
6 ERRORS: IFTC shall assume no responsibility for failure to detect any
erroneous payment order provided that IFTC complies with the payment order
instructions as received and IFTC complies with the selected Security
Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7 INTEREST AND LIABILITY LIMITS: IFTC shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless IFTC is notified of the unauthorized payment order within thirty
(30) days of notification by IFTC of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
IFTC be liable for special, indirect or consequential damages, even if advised
of the possibility of such damages.
8 AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When the
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, IFTC or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional
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until final settlement for such entry is received from the Federal Reserve Bank.
If such final settlement is not received, the Client agrees to promptly refund
the amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
9 CONFIRMATIONS: Confirmation of IFTC's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through IFTC's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10 MISCELLANEOUS: IFTC may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. IFTC and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of IFTC or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
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SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[] SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication)
is a cooperative society owned and operated by member financial
institutions that provides telecommunication services for its membership.
Participation is limited to securities brokers and dealers, clearing and
depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission
errors, loss of confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for
existing SWIFT members.
[] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data communications between the Client
and/or its agent and IFTC and/or its agent. Security procedures include
encryption and/or the use of a test key by those individuals authorized as
Automated Batch Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and dividend
payments.
[] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers.
IFTC will verify that the instruction contains the signature of an
authorized person and prior to execution of the payment order, will
contact someone other than the originator at the Client's location to
authenticate the instruction. Selection of this alternative is appropriate
for Clients who do not have the capability to use other security
procedures.
[] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. IFTC will
provide test keys if this option is chosen. IFTC will verify that the
instruction contains the signature of an authorized person and prior to
execution of the payment order, will authenticate the test key provided
with the corresponding test key at IFTC. Selection of this alternative is
appropriate for Clients who do not have the capability to use other
security procedures.
[] REPETITIVE WIRES For situations where funds are transferred periodically
from an existing authorized account to the same payee (destination bank
and account number) and only the date and currency amount are variable, a
repetitive wire may be implemented. Repetitive wires will be subject to a
$10 million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to execution.
Repetitive wire instructions must be reconfirmed annually. Clients may
establish Repetitive Wires by following the agreed upon security
procedures as described by Telephone Confirmation (Call Back) or Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts.
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[ ] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter party on
the Client's established list of authorized counter parties. Only the date
and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures as described
by Telephone Confirmation (Call Back) or Test Key. This option is used for
transactions that include but are not limited to Foreign Exchange
Contracts, Time Deposits and Tri-Party Repurchase Agreements.
[ ] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The transactions
contained on each transmission or tape must be authenticated by the
Client. The transmission is sent from the Client's or its agent's system
to IFTC's or its agent's system with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
----------------------------------- ---------------------------------
Name Name
----------------------------------- ---------------------------------
Address Address
----------------------------------- ---------------------------------
City/State/Zip Code City/State/Zip Code
----------------------------------- ---------------------------------
Telephone Number Telephone Number
-----------------------------------
Facsimile Number
-----------------------------------
SWIFT Number
________________________ (Fund Name)
By:________________________________
Title:_____________________________
Date:______________________________
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EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided in
the service by IFTC to Fund contains information supplied to IFTC by Reuters
America Inc. ("Reuters") (the "Data"). Fund agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, Fund acknowledges that Reuters, its
employees, agents, contractors, subcontractors, contributors and
third party providers will not be liable for any loss, cost or
damage suffered or incurred by Fund arising out of any fault,
interruption or delays in the Data or out of any inaccuracies,
errors or omissions in the Data however such faults, interruptions,
delays, inaccuracies, errors or omissions arise, unless due to the
gross negligence or willful misconduct of Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to the
benefit of Reuters.
_________________________ (Fund Name)
By:__________________________________
Title: ______________________________
Date: _______________________________
00
XXXXXXX X
XXXXX XXXXXX XXXXXX XXXXXXX NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria GiroCredit Bank Aktiengesellschaft der Sparkassen --
Bahrain The British Bank of the Middle East --
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale Bank --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Croatia Privredana banka Zagreb d.d --
Cyprus Barclays Bank PLC Cyprus Offshore Banking Unit --
Czech Ceskoslovenska Obchodni Banka A.S. --
Republic
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
27
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Greece National Bank of Greece S.A Bank of Greece
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
India Deutsche Bank AG;The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Trust and Merchant Bank --
Japan The Daiwa Bank, Limited; The Fuji Bank Limited
Japan Securities Depository
The Sumitomo Trust & Banking Co., Ltd.
Jordan The British Bank of the Middle East --
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of Citibank, N.A. --
Korea
Lebanon The British Bank of the Middle East
Custodian and Clearing Center of
Financial Instruments for Lebanon Shanghai Banking
(as delegate of the Hongkong and
Corporation Limited) (MIDCLEAR) X.X.X.;
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
28
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Oman The British Bank of the Middle East --
(as delegate of the Hongkong and Shanghai
Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank Poland S.A. --
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, Zurich via Credit --
Suisse First Boston Limited, Moscow
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska ObchodnaBanka A.S. --
Republic
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland Union Bank of Switzerland --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
United State Street Bank and Trust --
Kingdom
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
29
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
COUNTRY SUBCUSTODIAN OPTIONAL DEPOSITORIES
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)
Cedel (Cedel Bank, societe anonyme)
INTERSETTLE (for EASDAQ Securities)
30
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS MANDATORY AS
A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A MATTER OF MARKET PRACTICE)
Argentina -Caja de Valores S.A.;
-CRYL
Australia -Austraclear Limited;
-Reserve Bank Information and Transfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
Belgium -Caisse Interprofessionnelle de Depots et de Virements de Titres S.A.;
-Banque Nationale de Belgique
Brazil -Bolsa de Valores de Sao Paulo;
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use Calispa
-Central de Custodia e de Liquidacao Financeira de Titulos
-Banco Central do Brasil, Systema Especial de Liquidacao e Custodia
Canada -The Canadian Depositoryfor Securities Limited; West Canada
Depository Trust Company [depositories linked]
People's Republic -Shanghai Securities Central Clearing and Registration Corporation;
of China -Shenzhen Securities Central Clearing Co., Ltd.
Croatia Ministry of Finance
Czech Republic -Stredisko cennych papiru[d];
-Czech National Bank
Denmark -Vaerdipapircentralen - The Danish Securities Center
Egypt -Misr Company for Clearing, Settlement, and Central Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des Valeurs Mobilieres;
-Banque de France, Saturne System
Germany -The Deutscher Kassenverein AG
Greece -The Central Securities Depository (Apothetirion Titlon A.E.);
Hong Kong -The Central Clearing and Settlement System;
-The Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest) Ltd.[Mandatory for
Gov't Bonds only; SSB does not use for other securities]
Indonesia -Bank of Indonesia
Ireland -The Central Bank of Ireland, The Gilt Settlement Xxxxxx
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS MANDATORY AS
A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A MATTER OF MARKET PRACTICE)
Israel -The Clearing House of the Tel Aviv Stock Exchange;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Japan -Bank of Japan Net System
Republic of Korea -Korea Securities Depository
Lebanon -The Central Bank of Lebanon
Malaysia -Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and Safekeeping Systems
Mauritius -The Central Depository & Settlement System
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de Valores);
Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (ANECIGEF)
[** It is planned that as of 1/1/98 NBNV will no longer hold government
securities, all securities will be transferred to NECIGEF];
-De Nederlandsche Bank N.V. (ANBNV)**
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen - The Norwegian Registry of Securities
Oman -Muscat Securities Market
Peru -Caja de Valores y Liquidaciones (CAVALI, S.A.)
Philippines -The Philippines Central Depository Inc.
-The Book-Entry-System of Bangko Sentral ng Pilipinas;
-The Registry of Scripless Securities of the Bureau of the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt Papierow Wartosciowych);
-National Bank of Poland
Portugal -Central de Valores Mobiliarios
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange;
-National Bank of Romania
Singapore -The Central Depository (Pte) Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
32
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS MANDATORY AS
A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A MATTER OF MARKET PRACTICE)
-Banco de Espana, Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
Sweden -Vardepapperscentralen VPC AB - The Swedish Central Securities Depository
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia -STICODEVAM;
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S.;
-Central Bank of Turkey
United Kingdom -The Bank of England, The Central Gilts Office; The Central Moneymarkets Office;
The European Settlements Office;
-First Chicago Clearing Centre
Uruguay -Central Bank of Uruguay
Zambia -Lusaka Central Depository
33
