EXHIBIT 99.g6
CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 27th day of May, 2005, by and between
the issuers of the portfolios listed on the attached Schedule 1 ("FUNDS"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("STATE
STREET"),
WITNESSETH:
WHEREAS, Funds are authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, Funds intend that this Agreement be applicable to each of its
series which are listed on Schedule 1 ("Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION 0 XXXXXXXXXXX XX XXXXX XXXXXX AS CUSTODIAN AND RECORDKEEPER. Funds
hereby appoint State Street as the custodian of the assets of the Portfolios,
including securities that Funds, on behalf of each applicable Portfolio, desire
to be held in places within the United States ("DOMESTIC SECURITIES") and
securities that Funds desire to be held outside the United States ("FOREIGN
SECURITIES"). Funds, on behalf of the Portfolio(s), agree to deliver to State
Street all securities and cash of the Portfolios, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Portfolio(s) from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest of Funds representing interests in the Portfolios ("SHARES") as may be
issued or sold from time to time. State Street shall not be responsible for any
property held or received by Funds or a Portfolio and not delivered to State
Street.
Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in Section 6
hereof), State Street shall on behalf of the applicable Portfolio(s) from time
to time appoint one or more sub-custodians located in the United States, but
only in accordance with an applicable vote by the Board of Trustees or Directors
of each Fund (the "BOARD") on behalf of the applicable Portfolio(s). State
Street may appoint as sub-custodian for each Fund's foreign securities on behalf
of the applicable Portfolio(s) the foreign banking institutions and foreign
securities depositories designated in Schedules A and B hereto, but only in
accordance with the applicable provisions of Sections 3 and 4. State Street
shall have no more or less responsibility or liability to Fund on account of any
actions or omissions of any sub-custodian so appointed than any such
sub-custodian has to State Street.
Funds hereby contract with State Street to perform certain investment accounting
and recordkeeping functions relating to portfolio transactions required of a
duly registered investment company under Section 31(a) of the Investment Company
Act of 1940, as amended, and the rules and regulations from time to time adopted
thereunder (the "1940 ACT") and to calculate the net asset value of the
Portfolio(s) in accordance with the provisions of Section 8 hereof.
SECTION 2 DUTIES WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES
SECTION 2.1 HOLDING SECURITIES. State Street shall hold and physically
segregate for the account of each Portfolio all non-cash property to be held by
it in the United States, including all domestic securities other than securities
which are maintained pursuant to Section 2.8 in a clearing agency which acts as
a securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury (each, a "U.S. SECURITIES SYSTEM").
SECTION 2.2 DELIVERY OF SECURITIES. State Street shall release and deliver
domestic securities held by State Street or in a U.S. Securities System account
of State Street ("U.S. SECURITIES SYSTEM ACCOUNT") only upon receipt of Proper
Instructions on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Funds on
behalf of the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.8 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to State
Street;
6) To the issuer thereof or its agent for transfer into the name of the
Portfolio or into the name of any nominee(s) of State Street or into
the name or nominee name of any agent appointed pursuant to Section
2.7 or of any sub-custodian appointed pursuant to Section 1; or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities are to be
delivered to State Street;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, State Street shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from State Street's
own negligence or willful misconduct;
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8) For exchange or conversion pursuant to any corporate action, including
without limitation, any calls for redemption, tender or exchange
offers, declarations, record and payment dates and amounts of any
dividends or income, plan of merger, consolidation, recapitalization,
reorganization, readjustment, split-up of shares, changes of par
value, or conversion ("CORPORATE ACTION") of the securities of the
issuer of such securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash, if any,
are to be delivered to State Street;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to State Street;
10) For delivery in connection with any loans of securities made by the
Portfolio, but only against receipt of adequate collateral as agreed
upon from time to time by State Street and Funds on behalf of each
Portfolio, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the U.S. Securities System Account, State Street will not
be held liable or responsible for the delivery of securities owned by
the Portfolio prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowing by Funds, or
swap transaction of the Funds, on behalf of each Portfolio requiring a
pledge of assets by Funds, but only against receipt of amounts
borrowed, or executed swap;
12) For delivery in accordance with the provisions of any agreement among
Funds on behalf of each Portfolio, State Street and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "EXCHANGE
ACT") and a member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by a
Portfolio;
13) For delivery in accordance with the provisions of any agreement among
Funds on behalf of each Portfolio, State Street, and a futures
commission merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission ("CFTC") and/or any contract market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by a Portfolio;
14) Upon receipt of instructions from the transfer agent for Funds (the
"TRANSFER AGENT") for delivery to such Transfer Agent or to the
holders of Shares in connection with distributions in kind, as may be
described from time to time in the currently effective prospectus and
statement of additional information related to a Portfolio (the
"Prospectus"), in satisfaction of requests by holders of Shares for
repurchase or redemption; and
15) For any other purpose, but only upon receipt of Proper Instructions on
behalf of the applicable Portfolio specifying the securities to be
delivered and naming the person or persons to whom delivery of such
securities shall be made.
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SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities (other than
bearer securities) shall be registered in the name of a Portfolio or in the name
of any nominee of Funds on behalf of the Portfolio or of State Street which
nominee shall be assigned exclusively to the Portfolio, unless Funds have
authorized in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment advisor as the
Portfolio, or in the name or nominee name of any agent appointed pursuant to
Section 2.7 or in the name or nominee name of any sub-custodian appointed
pursuant to Section 1. All securities accepted by State Street under the terms
hereof shall be in "street name" or other good delivery form. If, however, Funds
direct State Street to maintain securities in "street name", State Street shall
utilize reasonable efforts only to timely collect income due Funds on such
securities and to notify Funds of relevant information regarding the securities
such as maturities and pendency of calls and Corporate Actions.
SECTION 2.4 BANK ACCOUNTS. State Street shall open and maintain a separate
bank account or accounts in the United States in the name of each Portfolio,
subject only to draft or order by State Street acting pursuant hereto, and shall
hold in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio, other than cash
maintained by the Portfolio in a bank account established and used in accordance
with Rule 17f-3 under the 1940 Act. Funds held by State Street for a Portfolio
may be deposited by it to its credit as custodian in the banking department of
State Street or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such bank
or trust company shall be qualified to act as a custodian under the 1940 Act and
that each such bank or trust company and the funds to be deposited with each
such bank or trust company shall on behalf of each applicable Portfolio be
approved by vote of a majority of the Board. Such funds shall be deposited by
State Street in its capacity as custodian and shall be withdrawable by State
Street only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Xxxxxxx 0.0,
Xxxxx Xxxxxx shall collect on a timely basis all income and other payments with
respect to registered domestic securities to which each Portfolio shall be
entitled either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with respect to
bearer domestic securities if, on the date of payment by the issuer, such
securities are held by State Street or its agent thereof and shall credit such
income, as collected, to such Portfolio's account. Without limiting the
generality of the foregoing, State Street shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held hereunder.
Income due each Portfolio on securities loaned pursuant to the provisions of
Section 2.2 (10) shall be the responsibility of Fund. State Street will have no
duty or responsibility in connection therewith, other than to provide Fund with
such information or data as may be necessary to assist Fund in arranging for the
timely delivery to State Street of the income to which the Portfolio is properly
entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on
behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, State Street shall pay out monies of a
Portfolio in the following cases only:
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1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
State Street (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
1940 Act to act as a custodian and has been designated by State Street
as its agent for this purpose) registered in the name of the Portfolio
or in the name of a nominee of State Street referred to in Section 2.3
hereof or in proper form for transfer; (b) in the case of a purchase
effected through a U.S. Securities System, in accordance with the
conditions set forth in Section 2.8 hereof; (c) in the case of
repurchase agreements entered into between Funds on behalf of each
Portfolio and State Street, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting State Street's account
at the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio of
securities owned by State Street along with written evidence of the
agreement by State Street to repurchase such securities from the
Portfolio; or (d) for transfer to a time deposit account of Funds in
any bank, whether domestic or foreign; such transfer may be effected
prior to receipt of a confirmation from a broker and/or the applicable
bank pursuant to Proper Instructions;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;
4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of Funds whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends on Shares declared pursuant to the
Declaration of Trust, Articles of Incorporation, Bylaws or other
governing documents of Funds (collectively, the "GOVERNING
DOCUMENTS");
6) For payment of the amount of dividends received in respect of
securities sold short; and
7) For any other purpose, but only upon receipt of Proper Instructions on
behalf of the Portfolio specifying the amount of such payment and
naming the person or persons to whom such payment is to be made.
SECTION 2.7 APPOINTMENT OF AGENTS. State Street may at any time or times in
its discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a custodian, as
its agent to carry out such of the provisions of this Section 2 as State Street
may from time to time direct; provided, however, that the appointment of any
agent shall not relieve State Street of its responsibilities or liabilities
hereunder.
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SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. State Street
may deposit and/or maintain securities owned by a Portfolio in the U.S.
Securities System Account subject to the following provisions:
1) Such Account shall not include any assets of State Street other than
assets held as a fiduciary, custodian or otherwise for customers;
2) The records of State Street shall identify by book-entry those
securities belonging to the Portfolio;
0) Xxxxx Xxxxxx shall pay for securities purchased for the account of the
Portfolio upon (a) receipt of advice from the U.S. Securities System
that such securities have been transferred to the U.S. Securities
System Account, and (b) the making of an entry on the records of State
Street to reflect such payment and transfer for the account of the
Portfolio;
0) Xxxxx Xxxxxx shall transfer securities sold for the account of the
Portfolio upon (a) receipt of advice from the U.S. Securities System
that payment for such securities has been transferred to the U.S.
Securities System Account, and (b) the making of an entry on the
records of State Street to reflect such transfer and payment for the
account of the Portfolio;
5) Copies of all advices from the U.S. Securities System of transfers of
securities for the account of the applicable Portfolios shall identify
the Portfolio, be maintained for the Portfolio by State Street and be
provided to Funds at their request. Upon request, State Street shall
furnish Funds on behalf of the applicable Portfolios written
confirmation of each transfer to or from the account of the Portfolio
and shall furnish to Funds on behalf of the applicable Portfolio
copies of daily transaction sheets reflecting each day's transactions
in the U.S. Securities System for the account of the Portfolio. State
Street shall provide Funds with any report obtained by State Street on
the U.S. Securities System's accounting system, internal accounting
control, financial strength of the U.S. Securities System, and
procedures for safeguarding securities deposited in the U.S.
Securities System; and
6) Anything to the contrary herein notwithstanding, State Street shall be
liable to the affected Fund(s) for the benefit of the applicable
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence, misfeasance
or misconduct of State Street or any of its agents or of any of its or
their employees or from failure of State Street or any such agent to
enforce effectively such rights as it may have against the U.S.
Securities System; at the election of Funds, the affected Funds shall
be entitled to be subrogated to the rights of State Street with
respect to any claim against the U.S. Securities System or any other
person which State Street may have as a consequence of any such loss
or damage if and to the extent that the Portfolio has not been made
whole for any such loss or damage.
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SECTION 2.9 SEGREGATED ACCOUNT. State Street shall upon receipt of Proper
Instructions on behalf of each applicable Portfolio establish and maintain a
segregated account or accounts for and on behalf of each such Portfolio, into
which account or accounts may be transferred cash and/or securities, including
securities maintained in the U.S. Securities System Account; (1) in accordance
with the provisions of any agreement among Funds on behalf of the Portfolio,
State Street and a broker-dealer registered under the Exchange Act and a member
of the NASD (or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the CFTC or
any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Portfolio, (2) for purposes of segregating cash or
government securities in connection with options purchased, sold or written by
the Portfolio or commodity futures contracts or options thereon purchased or
sold by the Portfolio, (3) for the purposes of compliance by the Portfolio with
the procedures required by Investment Company Act Release No. 10666, or any
subsequent release of the U.S. Securities and Exchange Commission (the "SEC"),
or interpretative opinion of the staff of the SEC, relating to the maintenance
of segregated accounts by registered investment companies, and (4) for any other
purpose upon receipt of Proper Instructions on behalf of the applicable
Portfolio.
SECTION 2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. State Street shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio and in connection with
transfers of securities.
SECTION 2.11 PROXIES. State Street shall, with respect to domestic
securities, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of a
Portfolio or a nominee of a Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to the
Portfolio such proxies, all proxy soliciting materials and all communications
relating to such securities.
SECTION 2.12 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to
the provisions of Xxxxxxx 0.0, Xxxxx Xxxxxx shall transmit promptly to Funds for
each Portfolio all written information received by State Street from issuers of
the securities being held for the Portfolio with respect to Corporate Actions,
notices of exercise of call and put options written by Funds on behalf of the
Portfolio, and the maturity of futures contracts purchased or sold by the
Portfolio. With respect to tender or exchange offers, State Street shall
transmit promptly to the Portfolio all written information received by State
Street from issuers of the securities whose tender or exchange is sought and
from the party (or its agents) making the tender or exchange offer. If the
Portfolio desires to take action with respect to any Corporate Action, the
Portfolio shall provide Proper Instruction to State Street as soon as
practicable prior to the date on which State Street is to take such action, but
in no event later than the Corporate Action notification requires.
SECTION 3 PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
SECTION 3.1 DEFINITIONS. As used throughout this Agreement, the capitalized
terms set forth below shall have the indicated meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
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"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the SEC, or a foreign branch of a Bank (as defined in section 2(a)(5)
of the 0000 Xxx) meeting the requirements of a custodian under section 17(f) of
the 1940 Act; the term does not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.
"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.
SECTION 3.2 STATE STREET AS FOREIGN CUSTODY MANAGER
3.2.1 DELEGATION TO STATE STREET AS FOREIGN CUSTODY MANAGER. Funds, by
resolutions adopted by their Boards, hereby delegate to State
Street, subject to section (b) of Rule 17f-5, the responsibilities
set forth in this Section 3.2 with respect to Foreign Assets held
outside the United States, and State Street hereby accepts such
delegation as Foreign Custody Manager with respect to the
Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible
for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each
such country listed on Schedule A, which list of countries may be
amended from time to time by Funds with the agreement of the
Foreign Custody Manager. The Foreign Custody Manager shall list on
Schedule A the Eligible Foreign Custodians selected by the Foreign
Custody Manager to maintain the assets of the Portfolios, which
list of Eligible Foreign Custodians may be amended from time to
time in the sole discretion of the Foreign Custody Manager. The
Foreign Custody Manager will provide amended versions of Schedule A
in accordance with Section 3.2.5 hereof.
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Upon the receipt by the Foreign Custody Manager of Proper
Instructions to open an account or to place or maintain Foreign
Assets in a country listed on Schedule A, and the fulfillment by
Funds, on behalf of the Portfolios, of the applicable account
opening requirements for such country, the Foreign Custody Manager
shall be deemed to have been delegated by the Board on behalf of
the Portfolios responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation.
Execution hereof by Funds shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign
Assets, in each country listed on Schedule A in which State Street
has previously placed or currently maintains Foreign Assets
pursuant to the terms of the contract governing the custody
arrangement. Following the receipt of Proper Instructions directing
the Foreign Custody Manager to close the account of a Portfolio
with the Eligible Foreign Custodian selected by the Foreign Custody
Manager in a designated country, the delegation by the Board on
behalf of the Portfolios to State Street as Foreign Custody Manager
for that country shall be deemed to have been withdrawn and State
Street shall immediately cease to be the Foreign Custody Manager of
the Portfolios with respect to that country unless such Proper
Instructions otherwise direct State Street.
The Foreign Custody Manager may withdraw as Foreign Custody Manager
with respect to a designated country by providing written notice to
Funds. Thirty days (or such longer period to which the parties
agree in writing) after receipt of any such notice by Funds, State
Street's withdrawal as Foreign Custody Manager to Funds with
respect to such country shall be effective.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of
this Section 3.2, the Foreign Custody Manager may place and maintain
the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on
Schedule A, as amended from time to time. In performing its delegated
responsibilities as Foreign Custody Manager to place or maintain
Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody
Manager shall determine that the Foreign Assets will be subject to
reasonable care, based on the standards applicable to custodians in
the country in which the Foreign Assets will be held by that Eligible
Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors
specified in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody
Manager shall determine that the contract governing the foreign
custody arrangements with each Eligible Foreign Custodian selected by
the Foreign Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected
by the Foreign Custody Manager, the Foreign Custody Manager shall
establish a system to monitor (i) the appropriateness of maintaining
the Foreign Assets with such Eligible Foreign Custodian and (ii)
performance by the Eligible Foreign Custodian of the contract
governing the custody arrangements established by the Foreign Custody
Manager with the Eligible Foreign Custodian. In the event the Foreign
Custody Manager determines that the custody arrangements with an
Eligible Foreign Custodian it has selected are no longer appropriate,
the Foreign Custody Manager shall notify the Board in accordance with
Section 3.2.5 hereunder.
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3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of
this Section 3.2, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing
and maintaining the Foreign Assets in each country for which State
Street is serving as Foreign Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another
Eligible Foreign Custodian by providing to the Board an amended
Schedule A at the end of the calendar quarter in which an amendment
to such Schedule has occurred. The Foreign Custody Manager shall
make written reports notifying the Board of any other material
change in the foreign custody arrangements of the Portfolios
described in this Section 3.2 after the occurrence of the material
change, and at such other times as the Board requests in writing.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER. In performing the
responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as
a person having responsibility for the safekeeping of assets of
management investment companies registered under the 1940 Act would
exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody
Manager represents to Funds that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. Funds represent to State Street that
the Board has determined that it is reasonable for the Board to
rely on State Street to perform the responsibilities delegated
pursuant hereto to State Street as the Foreign Custody Manager of
the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION AS FOREIGN CUSTODY MANAGER. The
Board's delegation to State Street as Foreign Custody Manager of
the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by
written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after
receipt by the non-terminating party of such notice. The provisions
of Section 3.2.2 hereof shall govern the delegation to and
termination of State Street as Foreign Custody Manager of the
Portfolios with respect to designated countries.
SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. State Street shall (a) provide Funds'
investment advisor with an analysis of the custody risks associated
with maintaining assets with the Eligible Securities Depositories
set forth on Schedule B hereto in accordance with section
(a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify Funds' investment advisor of
any material change in such risks, in accordance with section
(a)(1)(i)(B) of Rule 17f-7.
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3.3.2 STANDARD OF CARE. State Street agrees to exercise reasonable care,
prudence and diligence in performing the duties set forth in
Section 3.3.1.
SECTION 4 DUTIES WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized
terms set forth below shall have the indicated meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
SECTION 4.2 HOLDING SECURITIES. State Street shall identify on its books as
belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. State Street may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to State Street for
the benefit of its customers, provided however, that (1) the records of State
Street with respect to foreign securities which are maintained in such account
shall identify those securities as belonging to the Portfolios and (2), to the
extent permitted and customary in the market in which the account is maintained,
State Street shall require that securities so held by the Foreign Sub-Custodian
be held separately from any assets of such Foreign Sub-Custodian or of other
customers of such Foreign Sub-Custodian.
SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country through
arrangements implemented by State Street or a Foreign Sub-Custodian, as
applicable, in such country. (Foreign Securities Systems and U.S. Securities
Systems are collectively referred to herein as "SECURITIES SYSTEMS").
SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT
4.4.1 DELIVERY OF FOREIGN ASSETS. State Street or a Foreign Sub-Custodian
shall release and deliver foreign securities held by State Street
or such Foreign Sub-Custodian, or in a Foreign Securities System
account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and
only in the following cases:
(a) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the country
where such foreign securities are held or traded, including, without
limitation: (i) delivery against expectation of receiving later
payment; or (ii) in the case of a sale effected through a Foreign
Securities System, in accordance with the rules governing the
operation of the Foreign Securities System;
(b) in connection with any repurchase agreement related to foreign
securities;
(c) to the depository agent in connection with tender or other similar
offers for foreign securities;
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(d) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(e) to the issuer thereof, or its agent, for transfer into the name of
State Street (or the name of the respective Foreign Sub-Custodian or
of any nominee of State Street or such Foreign Sub-Custodian) or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units;
(f) to brokers, clearing banks or other clearing agents for examination or
trade execution in accordance with market custom;
(g) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement;
(h) in the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities;
(i) for delivery as security in connection with any borrowing by the
Portfolios requiring a pledge of assets by the Portfolios;
(j) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(k) in connection with the lending of foreign securities; and
(l) for any other purpose, but only upon receipt of Proper Instructions
specifying the foreign securities to be delivered and naming the
person or persons to whom delivery of such securities shall be made.
4.4.2 PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, State Street shall pay out, or direct the respective
Foreign Sub-Custodian or the respective Foreign Securities System
to pay out, monies of a Portfolio in the following cases only:
(a) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (i) delivering money to
the seller thereof or to a dealer therefor (or an agent for such
seller or dealer) against expectation of receiving later delivery of
such foreign securities; or (ii) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(b) in connection with the conversion, exchange or surrender of foreign
securities;
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(c) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees hereunder, legal
fees, accounting fees, and other operating expenses;
(d) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through State Street or its Foreign Sub-Custodians;
(e) in connection with trading in options and futures contracts, including
delivery as original margin and variation margin;
(f) for payment of part or all of the dividends received in respect of
securities sold short;
(g) in connection with the borrowing or lending of foreign securities; and
(h) for any other purpose, but only upon receipt of Proper Instructions
specifying the amount of such payment and naming the person or persons
to whom such payment is to be made.
4.4.3 MARKET CONDITIONS. Notwithstanding any provision hereof to the
contrary, settlement and payment for Foreign Assets received for
the account of the Portfolios and delivery of Foreign Assets
maintained for the account of the Portfolios may be effected in
accordance with the customary established securities trading or
processing practices and procedures in the country or market in
which the transaction occurs, including, without limitation,
delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the
expectation of receiving later payment for such Foreign Assets from
such purchaser or dealer.
State Street shall provide to the Board the information with
respect to custody and settlement practices in countries in which
State Street employs a Foreign Sub-Custodian described on Schedule
C hereto at the time or times set forth on such Schedule. State
Street may revise Schedule C from time to time, provided that no
such revision shall result in the Board being provided with
substantively less information than had been previously provided
hereunder.
SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of State Street or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, State Street or a Foreign Sub-Custodian
shall not be obligated to accept securities on behalf of a Portfolio under the
terms hereof unless the form of such securities and the manner in which they are
delivered are in accordance with reasonable market practice.
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SECTION 4.6 BANK ACCOUNTS. State Street shall identify on its books as
belonging to Funds cash (including cash denominated in foreign currencies)
deposited with State Street. Where State Street is unable to maintain, or market
practice does not facilitate the maintenance of, cash on the books of State
Street, a bank account or bank accounts shall be opened and maintained outside
the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All
accounts referred to in this Section shall be subject only to draft or order by
State Street (or, if applicable, such Foreign Sub-Custodian) acting pursuant to
the terms hereof to hold cash received by or from or for the account of the
Portfolio. Cash maintained on the books of State Street (including its branches,
subsidiaries and affiliates), regardless of currency denomination, is maintained
in bank accounts established under, and subject to the laws of, The Commonwealth
of Massachusetts.
SECTION 4.7 COLLECTION OF INCOME. State Street shall use reasonable care to
collect all income and other payments with respect to the Foreign Assets held
hereunder to which the Portfolios shall be entitled and shall credit such
income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such income, Funds and State
Street shall consult as to such measures and as to the compensation and expenses
of State Street relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held
pursuant to this Section 0, Xxxxx Xxxxxx will use reasonable care to facilitate
the exercise of voting and other shareholder rights, subject always to the laws,
regulations and practical constraints that may exist in the country where such
securities are issued.
SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. State Street
shall transmit promptly to Funds written information with respect to Corporate
Actions received by State Street via the Foreign Sub-Custodians from issuers of
the foreign securities being held for the account of the Portfolios. With
respect to tender or exchange offers, State Street shall transmit promptly to
Funds written information with respect to materials so received by State Street
from issuers of the foreign securities whose tender or exchange is sought or
from the party (or its agents) making the tender or exchange offer. State Street
shall not be liable for any untimely exercise of any action, right or power in
connection with a Corporate Action unless (1) State Street or the respective
Foreign Sub-Custodian is in actual possession of such foreign securities or
property and (2) State Street receives Proper Instructions with regard to the
Corporate Action, and State Street has a reasonable time in which to take action
to exercise such right or power.
SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant
to which State Street employs a Foreign Sub-Custodian shall adhere to the
requirements of Rule 17f-5(c) under the 1940 Act.
SECTION 4.11 TAX LAW. The sole responsibility of State Street with regard
to any obligations now or hereafter imposed on Fund, the Portfolios or State
Street as custodian of the Portfolios by the tax law of the United States or of
any state or political subdivision thereof shall be to use reasonable efforts to
assist Funds with respect to any claim for exemption or refund under the tax law
of countries for which Funds have provided such information.
SECTION 4.12 LIABILITY OF STATE STREET. State Street shall be liable for
the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth
with respect to sub-custodians generally herein and, regardless of whether
assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign
Securities System, State Street shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism, or any other loss where the
Sub-Custodian and State Street have otherwise acted with reasonable care.
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SECTION 5 PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES. State
Street shall receive from the distributor for the Shares or from the Transfer
Agent and deposit into the account of the appropriate Portfolio such payments as
are received for Shares thereof issued or sold from time to time by Funds. State
Street will provide timely notification to Funds on behalf of each such
Portfolio and the Transfer Agent of any receipt by it of payments for Shares of
such Portfolio.
From such funds as may be available for the purpose, State Street shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares, State Street is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank designated
by the redeeming shareholders. In connection with the redemption or repurchase
of Shares, State Street shall honor checks drawn on State Street by a holder of
Shares, which checks have been furnished by Funds to the holder of Shares, when
presented to State Street in accordance with such procedures and controls as are
mutually agreed upon from time to time between Funds and State Street.
SECTION 6 PROPER INSTRUCTIONS. "PROPER INSTRUCTIONS", which may also be standing
instructions, as used throughout this Agreement, shall mean instructions
received by State Street from the Funds, the Funds' investment manager or
sub-adviser, as duly authorized by Funds. Such instructions may be in writing
signed by the authorized person(s) or may be in a tested communication or in a
communication utilizing access codes effected between electro-mechanical or
electronic devices or may be by such other means and utilizing such intermediary
systems and utilities as may be agreed to from time to time by State Street and
the Funds, provided that the Funds have followed any security procedures agreed
to from time to time by the Funds and State Street, including, but not limited
to, the security procedures selected by the Funds in the Funds Transfer
Operating Guidelines attached as an Addendum to this Agreement. Oral
instructions will be considered Proper Instructions if State Street reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Funds shall cause all
oral instructions to be confirmed in writing. Proper Instructions shall include
instructions received by State Street pursuant to any multi-party agreement that
requires a segregated asset account in accordance with Section 2.9 of this
Agreement. The Funds or the Funds' investment managers or sub-advisers shall
cause a duly authorized officer to certify to State Street in writing the names
and specimen signatures of persons authorized to give Proper Instructions. State
Street shall be entitled to rely upon the identity and authority of such persons
until it receives Proper Instruction from the Funds to the contrary.
SECTION 7 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. State Street may in its
discretion, without express authority from Funds on behalf of each applicable
Portfolio: (1) surrender securities in temporary form for securities in
definitive form; (2) endorse for collection, in the name of the Portfolio,
checks, drafts and other negotiable instruments; and (3) in general, attend to
all non-discretionary details in connection with the sale, exchange,
substitution, purchase, transfer and other dealings with the securities and
property of the Portfolio except as otherwise directed by the Board.
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SECTION 8 DUTIES WITH RESPECT TO ACCOUNTS AND RECORDS AND VALUATION OF ASSETS
SECTION 8.1 ACCOUNTS AND RECORDS. State Street will prepare and maintain,
under the direction of and as interpreted by Funds, Funds' or Portfolio's
accountants and/or other advisors, in complete, accurate and current form such
accounts and records: (1) required to be maintained by Funds with respect to
portfolio transactions under Section 31(a) of the 1940 Act; (2) required as a
basis for calculation of each Portfolio's net asset value daily; and (3) as
otherwise agreed upon by the parties, including, but not limited to, maintaining
investment ledgers and general ledger accounts and providing selected general
ledger reports, and portfolio transactions. Funds will advise State Street in
writing of all applicable record retention requirements, other than those set
forth in the 1940 Act. State Street will preserve such accounts and records
during the term of this Agreement in the manner and for the periods prescribed
in the 1940 Act or for such longer period as is agreed upon by the parties.
Funds will furnish, in writing or its electronic or digital equivalent, accurate
and timely information needed by State Street to complete such accounts and
records when such information is not readily available from generally accepted
securities industry services or publications.
SECTION 8.2 DELIVERY OF ACCOUNTS AND RECORDS. Funds will turn over or cause
to be turned over to State Street all accounts and records needed by State
Street to perform its duties and responsibilities hereunder fully and properly.
State Street may rely conclusively on the completeness and correctness of such
accounts and records.
SECTION 8.3 ACCOUNTS AND RECORDS PROPERTY OF FUNDS. State Street
acknowledges that all of the accounts and records maintained by State Street
pursuant hereto are the property of Funds, and will be made available to Funds
for inspection or reproduction within 3 business days, upon demand. State Street
will assist Funds' independent auditors, or upon the prior written approval of
Funds, or upon demand, any regulatory body, in any requested review of Funds'
accounts and records but Funds will reimburse State Street for all expenses and
employee time invested in any such review outside of routine and normal periodic
reviews. Upon receipt from Funds of the necessary information or instructions,
State Street will supply information from the books and records it maintains for
Funds that Funds may reasonably request for tax returns, questionnaires,
periodic reports to shareholders and such other reports and information requests
as Funds and State Street may agree upon from time to time.
SECTION 8.4 ADOPTION OF PROCEDURES. State Street and Funds may from time to
time adopt such procedures as they agree upon and, with respect to State
Street's duties set forth in this section 8 only, State Street may conclusively
assume that no procedure approved or directed by Funds, Funds' or Portfolio's
accountants or other advisors conflicts with or violates any requirements of
Funds' Prospectus, governing documents, any applicable law, rule or regulation,
or any order, decree or agreement by which Funds may be bound. Fund will be
responsible for notifying State Street of any changes in statutes, regulations,
rules, requirements or policies which may impact State Street responsibilities
or procedures hereunder if such changes relate to the Funds in a manner
different from or in addition to requirements applicable to investment companies
registered under the 1940 Act in general.
SECTION 8.5 VALUATION OF ASSETS. State Street will value the assets of each
Portfolio in accordance with Proper Instructions utilizing the information
sources designated by Funds ("PRICING SOURCES") on the Price Source and
Methodology Authorization Matrix, incorporated herein by this reference. State
Street further agrees to abide by the fair valuation policy and procedures of
the Funds, and acknowledge receipt of a copy thereof.
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SECTION 9 OPINION OF FUNDS' INDEPENDENT ACCOUNTANTS. State Street shall take all
necessary action, as the Funds on behalf of each applicable Portfolio may from
time to time request, to obtain from year to year favorable opinions from Funds'
independent accountants with respect to its activities hereunder in connection
with the preparation of Funds' Form N-1A, and Form N-SAR or other annual reports
to the SEC and with respect to any other requirements thereof.
SECTION 10 REPORTS TO FUNDS BY INDEPENDENT PUBLIC ACCOUNTANTS. State Street
shall provide Funds, on behalf of each of the Portfolios at such times as Funds
may reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in any Securities System, relating to the
services provided by State Street hereunder. Such reports shall be of sufficient
scope and in sufficient detail as may reasonably be required by Funds to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.
SECTION 11 COMPENSATION OF STATE STREET. State Street shall be entitled to
reasonable compensation for its services and expenses as custodian and
recordkeeper. The current fees are set forth in the attached initial Fee
Schedule and shall remain in effect until December 31, 2006. Any changes to
these fees shall be effected in accordance with Section 13. Subsequent Fee
Schedules shall be effective upon execution by the parties.
SECTION 12 RESPONSIBILITY OF STATE STREET. So long as and to the extent that it
is in the exercise of reasonable care, State Street shall not be responsible or
liable for, and Funds shall indemnify and hold State Street harmless from and
against, any and all costs, expenses, losses, damages, charges, reasonable
counsel fees and disbursements, payments and liabilities which may be asserted
against or incurred by State Street or for which State Street may be held to be
liable, arising out of or attributable to:
1) The purchase or sale of any assets or foreign currency positions.
Without limiting the generality of the foregoing, State Street is
under no duty or obligation to inquire into the title, validity or
genuineness of any property or evidence of title thereto received by
it or delivered by it pursuant hereto;
2) State Street's action upon any notice, request, consent, certificate
or other instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a three-party
futures or options agreement. State Street may receive and accept a
copy of a resolution certified by the Secretary or an Assistant
Secretary of Funds ("CERTIFIED RESOLUTION") as conclusive evidence (a)
of the authority of any person to act in accordance with such
resolution or (b) of any determination or of any action by the Board
as described in such resolution, and such resolution may be considered
as in full force and effect until receipt by State Street of written
notice to the contrary;
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3) State Street's action or omission to act in good faith without
negligence, including, without limitation, acting in accordance with
any Proper Instruction; and provided further that in no event shall
State Street be liable for indirect, special or consequential damages.
4) State Street's action or failure to act in good faith reliance upon
advice of counsel for Funds on all matters, or on the written
instruction, notice, request, consent, representation, warranty or
statements of any officer of Funds, or Funds' accountants. The Funds
or the Funds' investment managers or sub-advisers shall cause its duly
authorized officer to certify to State Street in writing the names and
specimen signatures of persons authorized to give Proper Instructions.
State Street shall be entitled to rely upon the identity and authority
of such persons until it receives Proper Instructions from the Funds
to the contrary.
5) Any loss, liability, claim or expense resulting from or caused by
Country Risk (as defined in Section 3 hereof), including without
limitation nationalization, expropriation, currency restrictions, or
acts of war, revolution, riots or terrorism;
6) Except as may arise from State Street's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian
or agent, the failure or delay in performance of its obligations
hereunder resulting from or caused by; (a) events or circumstances
beyond the reasonable control of State Street or any sub-custodian or
Securities System or any agent or nominee of any of the foregoing,
including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities market,
power or other mechanical or technological failures or interruptions,
computer viruses or communications disruptions, work stoppages,
natural disasters, or other similar events or acts; (b) errors by
Funds or their duly-authorized investment manager or investment
advisor in their instructions to State Street provided such
instructions have been in accordance with this Agreement; (c) the
bankruptcy, insolvency, or receivership of any sub-custodian; (d) the
insolvency of or acts or omissions by a Securities System; (e) any
delay or failure of any broker, agent or intermediary, central bank or
other commercially prevalent payment or clearing system to deliver to
State Street's sub-custodian or agent securities purchased or in the
remittance or payment made in connection with securities sold; (f) any
delay or failure of any company, corporation, or other body in charge
of registering or transferring securities in the name of State Street,
Funds, State Street's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer
such securities including non-receipt of bonus, dividends and rights
and other accretions or benefits; (g) delays or inability to perform
its duties due to any disorder in market infrastructure with respect
to any particular security or Securities System; and (h) any provision
of any present or future law or regulation or order of the United
States of America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent
jurisdiction;
18
7) State Street's payment of money as requested by Funds, or the taking
of any action that may, in the opinion of State Street, result in
State Street or its nominee assigned to Funds or the Portfolio being
liable for the payment of money or incurring liability of some other
form. As a prerequisite to requiring State Street to take such action,
Funds on behalf of the Portfolio shall provide indemnity to State
Street in an amount and form satisfactory to it. If Funds require
State Street, its affiliates, subsidiaries or agents, to advance cash
or securities for any purpose (including but not limited to securities
settlements, foreign exchange contracts and assumed settlement) or in
the event that State Street or its nominee shall incur or be assessed
any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may
arise from its or its nominee's own negligent action, negligent
failure to act or willful misconduct, any property at any time held
for the account of the applicable Portfolio shall be security therefor
and should Funds fail to repay State Street promptly, State Street
shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement;
and
8) Any error, omission, inaccuracy or other deficiency in any Portfolio's
accounts and records or other information provided to State Street by
or on behalf of a Portfolio, including the accuracy of the prices
quoted by the Pricing Sources, or the information supplied by Funds to
value the assets, or the failure of Funds to provide, or provide in a
timely manner, any accounts, records, or information needed by State
Street to perform its duties as recordkeeper hereunder.
SECTION 13 TERM AND TERMINATION. This Agreement shall become effective as of its
execution and shall continue in full force and effect until December 31, 2006
(the "Initial Term"). At least 180 days prior to the end of the Initial Term,
Funds will provide State Street with a non-binding indication as to whether one
or more of the Funds wish to renew this Agreement for an additional one year
term (the "Renewal Term"). State Street shall propose any changes to the Fee
Schedule applicable to the Renewal Term no later than 120 days prior to the end
of the Initial Term. Thereafter, the Funds shall have thirty days to either
accept such changes or provide notice of termination to State Street.
State Street may terminate this Agreement at the end of the Initial Term by
providing Funds with written notice at least 90 days prior to the expiration of
the Initial Term. This Agreement may be amended at any time by mutual agreement
of the parties hereto. The Funds, on behalf of one or more of the Portfolios,
may at any time by action of its Board (1) substitute another bank or trust
company for State Street by Proper Instruction to State Street, or (2)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for State Street by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction. Upon termination hereof:
1) Funds on behalf of each applicable Portfolio shall (a) pay to State
Street such compensation as may be due as of the date of such
termination and shall likewise reimburse State Street for its costs,
expenses and disbursements, (b) designate a successor recordkeeper
(which may be Funds) by Proper Instruction; and (c) designate a
successor custodian by Proper Instruction.
2) Upon payment of all sums due to it from Funds, State Street shall (a)
deliver all accounts and records to the successor recordkeeper (or, if
none, to Funds) at the office of State Street, and (b) deliver to the
successor custodian at the office of State Street, duly endorsed and
in the form for transfer, all securities of each applicable Portfolio
then held by it hereunder and shall transfer to an account of the
successor custodian all of the securities of each such Portfolio held
in a Securities System.
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In the event that no successor custodian has been designated on or
before the date when such termination shall become effective, then
State Street shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, doing business
in Boston, Massachusetts, or New York, New York, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by State Street on behalf
of each applicable Portfolio and all instruments held by State Street
relative thereto and all other property held by it hereunder on behalf
of each applicable Portfolio, and to transfer to an account of such
successor custodian all of the securities of each such Portfolio held
in any Securities System. Thereafter, such bank or trust company shall
be the successor of State Street hereunder.
In the event that securities, funds and other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of Funds to designate a successor custodian or otherwise, State Street shall be
entitled to fair compensation for its services during such period as State
Street retains possession of such securities, funds and other properties and the
provisions hereof relating to the duties and obligations of State Street as
custodian shall remain in full force and effect. In the event that accounts and
records remain in the possession of State Street after the date of termination
hereof for any reason other than State Street's failure to deliver the same,
State Street shall be entitled to compensation for storage thereof during such
period, and shall be entitled to destroy the same if not removed by Funds within
ten (10) days after written demand.
SECTION 14 GENERAL
SECTION 14.1 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the
operation hereof, State Street and Funds on behalf of each of the Portfolios,
may from time to time agree on such provisions interpretive of or in addition to
the provisions hereof as may in their joint opinion be consistent with the
general tenor of this Agreement. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed hereto,
provided that no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the governing
documents. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
SECTION 14.2 ADDITIONAL PORTFOLIOS. In the event that Funds establish one
or more additional series with respect to which it desires to have State Street
render services as custodian and recordkeeper under the terms hereof, it shall
so notify State Street in writing, and if State Street agrees to provide such
services, such series shall become a Portfolio hereunder.
SECTION 14.3 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
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SECTION 14.4 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as
of the date hereof, all prior agreements between Funds on behalf of each of the
Portfolios and State Street relating to the custody or recordkeeping of Funds'
assets.
SECTION 14.5 INSTRUCTIONS AND NOTICES. Any Proper Instruction, notice,
communication or other instrument required to be given hereunder may be (a)
delivered in person to the offices of the parties as set forth herein during
normal business hours; or (b) effected directly between electro-mechanical or
electronic devises as provided in Section 6 hereof; or (c) delivered prepaid
registered mail (in which case it shall be deemed to have been served at the
expiration of five business days after posting); or (d) delivered by telecopy
(in which case it shall be deemed to have been served on the business day after
the receipt thereof). Each party hereto shall designate from time to time the
person(s) and address(es) for Proper Instructions and other communications
related to the daily operations. Proper Instructions and other communications
related to this Agreement (including, but not limited to termination, breach, or
default) shall be delivered at the following addresses or such other addresses
as may be notified by any party from time to time.
To Funds: To State Street:
X/X XXXXXXXX XXXXXXX XXXXXXXXXX XXXXX XXXXXX XXXX AND TRUST COMPANY
MANAGEMENT, INC. 000 Xxxxxxxxxxxx Xxxxxx
0000 Xxxx Xxxxxx Xxxxxx Xxxx, XX 00000
Xxxxxx Xxxx, XX 00000 Attention: Managing Counsel
Attention: Xxxxxx Xxxxx Telephone: 000-000-0000
Telephone: (000) 000-0000 Telecopy: 000-000-0000
Telecopy: (000) 000-0000
SECTION 14.6 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
addenda, exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto all/each agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 14.7 REMOTE ACCESS SERVICES AGREEMENT. State Street and Funds agree
to be bound by the terms of the Remote Access Services Agreement dated May 2,
2005.
SECTION 14.8 ASSIGNMENT. Except as otherwise set forth herein, this
Agreement may not be assigned by either party without the written consent of the
other. State Street shall have the right to delegate and sub-contract for the
performance of any or all of its duties hereunder, provided that State Street
shall remain responsible for the performance of such duties and all the terms
and conditions hereof shall continue to apply as though State Street performed
such duties itself.
SECTION 14.9 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute but one and the same Agreement.
21
SECTION 14.10 SEVERABILITY. If any provision in this Agreement 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.
SECTION 14.11 CONFIDENTIALITY. State Street currently has a Standard of
Conduct applicable to all of Street Street's and its subsidiaries' employees.
State Street's Standard of Conduct provides guidelines for the security and
confidentiality of client information, including nonpublic trading and portfolio
holdings information. State Street's guidelines include restrictions on the
dissemination of nonpublic information within State Street and its subsidiaries
on a need-to-know basis, and a prohibition on employees engaging in securities
transactions based on insider information or knowledge of a client's trading
position or plans. State Street hereby agrees that during the term of the
Agreement it will remain subject to State Street policies, which are reasonably
designed to prohibit the dissemination and use of Funds' nonpublic trading and
portfolio holdings information by employees of State Street and its affiliates,
unless such dissemination or use is: (i) for the purposes set forth in or
contemplated by this Agreement, (ii) at the direction of Fund, (iii) if Fund is
or becomes a securities lending client of State Street, disclosed to borrowers
and borrowers' affiliates in connection with loans made pursuant to the
Securities Lending Agreement between Fund and State Street, or (iv) requested or
required in any legal or regulatory proceeding, investigation, audit,
examination, subpoena, civil investigative demand or other similar process, or
required by operation of law or regulation. In addition, State Street and its
affiliates may also report and use nonpublic portfolio holdings information of
its clients, including Funds' anonymously, on an aggregated basis with all or
substantially all other client information and without specific reference to
Fund.
SECTION 14.12 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires
banks which hold securities for the account of customers to respond to requests
by issuers of securities for the names, addresses and holdings of beneficial
owners of securities of that issuer held by the bank unless the beneficial owner
has expressly objected to disclosure of this information. In order to comply
with the rule, State Street needs Funds to indicate whether it authorizes State
Street to provide Funds' name, address, and share position to requesting
companies whose securities Funds own. If Funds tell Xxxxx Xxxxxx "xx", Xxxxx
Xxxxxx will not provide this information to requesting companies. If Funds tell
State Street "yes" or does not check either "yes" or "no" below, State Street is
required by the rule to treat Funds as consenting to disclosure of this
information for all securities owned by Funds or any funds or accounts
established by Funds. For Funds' protection, the Rule prohibits the requesting
company from using Funds' names and address for any purpose other than corporate
communications. Please indicate below whether Funds consent or object by
checking one of the alternatives below.
YES [ ] State Street is authorized to release Funds' names, addresses, and
share positions.
NO [X] State Street is not authorized to release Funds' names, addresses,
and share positions.
22
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative effective
as of the day and year first written above.
FUNDS LISTED ON SCHEDULE 1 FUND OFFICER SIGNATURES ATTESTED TO
BY:
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------------- ------------------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President Title: Secretary
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxx Xxxxxxx
------------------------------------ ------------------------------------
Name: Xxxx Xxxxxxxxx Name: Xxx Xxxxxxx
Title: Vice President Title: Vice President and Counsel
23
SCHEDULE 1- FUNDS/PORTFOLIOS
American Century Inflation-Protection Bond Fund, a series of American Century
Investment Trust
American Century International Bond Fund, a series of American Century
International Bond Funds
24
FEE SCHEDULE
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
--------------------------------------------------------------------------------
ASSET-BASE FEE: All assets .25 basis points
---------------
CHARGES PER TRANSACTION:
------------------------
Book Entry (DTC, FED) $ 5.00
P&I Paydowns 5.00
Physicals 25.00
Options/Futures 15.00
Others 10.00
-----------------------------------------------------------------------------------------------
GLOBAL CUSTODY SERVICES
-----------------------------------------------------------------------------------------------
GROUP A GROUP B GROUP C GROUP D GROUP E GROUP F
TRANSACTION ($) $25 $40 $50 $60 $70 $150
(Per trade)
FOREIGN EXCHANGE
-THIRD PARTY
-STATE STREET $16 $16 $16 $16 $16 $16
N/C N/C N/C N/C N/C N/C
HOLDING (BP) 2.0 3.5 6.0 9.0 25.0 40.0
EUROCLEAR AUSTRIA AUSTRALIA DENMARK INDONESIA ARGENTINA
JAPAN GERMANY BELGIUM FINLAND MALAYSIA BANGLADESH
CANADA BERMUDA FRANCE PHILIPPINES BRAZIL
HONG KONG IRELAND POLAND CHILE
NETHERLANDS ITALY PORTUGAL CHINA
NEW ZEALAND LUXEMBOURG SOUTH KOREA COLUMBIA
SINGAPORE MEXICO SRI LANKA GREECE
SWITZERLAND NORWAY SWEDEN INDIA
SPAIN TAIWAN ISRAEL
THAILAND PAKISTAN
UNITED KINGDOM PERU
TURKEY
URUGUAY
VENZUELA
-----------------------------------------------------------------------------------------------
FUND ACCOUNTING SERVICES (VIA PAS SYSTEM)
-----------------------------------------------------------------------------------------------
MONTHLY PORTFOLIO BASE FEE:
---------------------------
Per Portfolio $2,500
25
--------------------------------------------------------------------------------
REIMBURSABLE EXPENSES
--------------------------------------------------------------------------------
Reimbursable expenses will be passed on to Funds as incurred. A billing for
the recovery of applicable reimbursable expenses will be made as of the end
of each month. Reimbursable expenses include, but are not limited to the
following:
- Pricing - Wire Charges ($5.25 in/$5.00 out)
- Sub-custodian charges - 17-F-5 annual review
- Telex
--------------------------------------------------------------------------------
OVERDRAFTS
--------------------------------------------------------------------------------
Overdrafts are not allowed, however, should one occur through operational
error, the charge will be calculated at the monthly average Prime rate (as
published in the Wall Street Journal) and charged on a daily basis.
--------------------------------------------------------------------------------
BALANCE CREDITS
--------------------------------------------------------------------------------
Balance credits can be used to offset fees. Any credits in excess of fees
will be carried forward from month to month through the end of the calendar
year. For calculation purposes, State Street uses an actual/actual basis.
Balance credits are calculated at 75% of the bank credit rate applied to
daily custody collected cash balances for the month.
The bank credit rate is the equivalent to the lesser of:
The average 91-day Treasury Xxxx discount rate for the month, or The
average Federal Funds rate for the month less 50 basis points.
--------------------------------------------------------------------------------
IMPLEMENTATION FEE (ONE-TIME)
--------------------------------------------------------------------------------
Implementation fee to convert existing International Bond Fund from
Multi-Currency Horizon system to PAS system and set-up cost associated
with Inflation Protection Bond and Market Neutral Funds *$50,000
*Implementation fee will be waived if Funds select the PAS software to
replace the current proprietary fund accounting system. Final decision
regarding accounting system to be communicated prior to December 31st,
2005.
SPECIAL SERVICES
Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation of
special reports will be subject to negotiation. Fees for yield calculation
and other special items will be negotiated separately.
PAYMENT
All changes to the fee schedule shall be addressed in accordance with
section 13 of the Agreement. The above fees will be charged against Funds'
DDA accounts 10 days after the invoice is mailed to Funds. Any fees or
reimbursable expenses not paid within 30 days of the date of the original
invoice will be charged a late payment fee of 1% per month until payment of
the fees are received by State Street. Billing will be made monthly by
State Street.
26
SCHEDULE A
STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS
May, 2005
COUNTRY SUBCUSTODIAN
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium BNP Paribas Securities Services, S.A.
Benin via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands Bank of Nova Scotia Trust Company (Cayman) Ltd.
Chile BankBoston, N.A.
People's Republic The Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
27
SCHEDULE A
STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS
May, 2005
COUNTRY SUBCUSTODIAN
Egypt HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Estonia AS Hansabank
Finland Nordea Bank Finland Plc.
France BNP Paribas Securities Services, S.A.
Germany Deutsche Bank XX
Xxxxxxxx Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank
Hungary HVB Bank Hungary Rt.
Iceland Kaupthing Bunadarbanki hf.
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 BNP Paribas Securities Services, S.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Bank of Nova Scotia Jamaica Ltd.
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kenya Barclays Bank of Kenya Limited
28
SCHEDULE A
STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS
May, 2005
COUNTRY SUBCUSTODIAN
Republic of Korea Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Mauritius The Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional de Mexico S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Deutsche Bank N.V.
KAS BANK N.V.
New Zealand Westpac Banking Corporation
Niger via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Nigeria Stanbic Bank Nigeria Limited
Norway Nordea Bank Norge ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues S.A.
Puerto Rico Citibank N.A.
29
SCHEDULE A
STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS
May, 2005
COUNTRY SUBCUSTODIAN
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Senegal via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Singapore DBS Bank Limited
United Overseas Bank Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S., pobocka
zahranicnej banky v SR
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Nedcor Bank Limited
Standard Bank of South Africa Limited
Spain Santander Central Hispano Investment S.A.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Xxxxxx XX
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
United Kingdom State Street Bank and Trust Company, London Branch
Uruguay BankBoston, N.A.
30
SCHEDULE A
STATE STREETGLOBAL CUSTODY NETWORK SUBCUSTODIANS
May, 2005
COUNTRY SUBCUSTODIAN
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Plc.
Zimbabwe Barclays Bank of Zimbabwe Limited
31
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
May, 2005
COUNTRY DEPOSITORIES
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Bahrain Clearing, Settlement, and Depository System of the
Bahrain Stock Exchange
Belgium Banque Nationale de Belgique
Caisse Interprofessionnelle de Depots et de
Virements de Titres, S.A.
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada The Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic China Securities Depository and Clearing Corporation
of China Limited Shanghai Branch
China Securities Depository and Clearing Corporation
Limited Shenzhen Branch
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S..A.
(DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
Sredisnja Depozitarna Agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Estonia Eesti Vaartpaberikeskus
1
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
May, 2005
COUNTRY DEPOSITORIES
Finland Suomen Arvopaperikeskus
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Apothetirion Titlon AE - Central Securities Depository
Bank of Greece, System for Monitoring Transactions in
Securities in Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx
Xxxx Xxxx Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt.
(KELER)
Iceland Icelandic Securities Depository Limited
India Central Depository Services India Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE
Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC)
Incorporated
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Banque du Liban
Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (Midclear) X.X.X.
Lithuania Central Securities Depository of Lithuania
2
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
May, 2005
COUNTRY DEPOSITORIES
Malaysia Bank Negara Malaysia
Malaysian Central Depository Sdn. Bhd.
Mali Depositaire Central - Banque de Reglement
Mauritius Bank of Mauritius
Central Depository and Settlement Co. Ltd.
Mexico S.D. Indeval, S.A. de C.V.
Morocco Maroclear
Namibia Bank of Namibia
Netherlands Euroclear Nederlands
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities
Depository)
Oman Muscat Depository & Securities Registration Company,
SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department of
the Palestine Stock Exchange
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the
Bureau of Treasury
Poland Central Treasury Bills Registrar
Krajowy Depozyt Papierow Wartos'ciowych S.A.
(National Depository of Securities)
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de
Liquidacao e de Sistemas Centralizados de Valores
Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a department
of the Doha Securities Market
3
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
May, 2005
COUNTRY DEPOSITORIES
Romania Bucharest Stock Exchange Registry Division
National Bank of Romania
National Securities Clearing, Settlement and
Depository Company
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian
Federation
Senegal Depositaire Central - Banque de Reglement
Singapore The Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic National Bank of Slovakia
Stredisko cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x.
South Africa Share Transactions Totally Electronic (STRATE) Ltd.
Spain IBERCLEAR
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB (Swedish Central
Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Company Limited
Thailand Bank of Thailand
Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Trinidad and Tobago Central Bank
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
(STICODEVAM)
Turkey Central Bank of Turkey
Takas ve Saklama Bankasi A.S. (TAKASBANK)
Uganda Bank of Uganda
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System, a department of
theDubai Financial Market
Uruguay Banco Central del Uruguay
4
SCHEDULE B
STATE STREET GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
May, 2005
COUNTRY DEPOSITORIES
Venezuela Banco Central de Venezuela
Vietnam Securities Registration, Clearing and Settlement,
Depository Department of the Securities Trading Center
Zambia Bank of Zambia
XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear
Clearstream Banking, S.A.
SCHEDULE C
MARKET INFORMATION
May 2005
PUBLICATION/TYPE OF INFORMATION
(SCHEDULED FREQUENCY) BRIEF DESCRIPTION
------------------------------ ------------------------------------------------------------------------
THE GUIDE TO CUSTODY An overview of settlement and safekeeping procedures, custody
IN WORLD MARKETS practices and foreign investor considerations for the markets in which
(hardcopy annually and State Street offers custodial services.
regular website updates)
------------------------------ ------------------------------------------------------------------------
GLOBAL CUSTODY NETWORK REVIEW Information relating to Foreign Sub-Custodians in State Street's
(annually) Global Custody Network. The Review stands as an integral part of the
materials that State Street provides to its U.S. mutual fund clients
to assist them in complying with SEC Rule 17f-5. The Review also gives
insight into State Street's market expansion and Foreign Sub-Custodian
selection processes, as well as the procedures and controls used to
monitor the financial condition and performance of our Foreign
Sub-Custodian banks.
------------------------------ ------------------------------------------------------------------------
SECURITIES DEPOSITORY REVIEW Custody risk analyses of the Foreign Securities Depositories presently
(annually) operating in Network markets. This publication is an integral part of
the materials that State Street provides to its U.S. mutual fund
clients to meet informational obligations created by SEC Rule 17f-7.
------------------------------ ------------------------------------------------------------------------
GLOBAL LEGAL SURVEY With respect to each market in which State Street offers custodial
(annually) services, opinions relating to whether local law restricts (i) access
of a fund's independent public accountants to books and records of a
Foreign Sub-Custodian or Foreign Securities System, (ii) a fund's
ability to recover in the event of bankruptcy or insolvency of a
Foreign Sub-Custodian or Foreign Securities System, (iii) a fund's
ability to recover in the event of a loss by a Foreign Sub-Custodian
or Foreign Securities System, and (iv) the ability of a foreign
investor to convert cash and cash equivalents to U.S. dollars.
------------------------------ ------------------------------------------------------------------------
SUBCUSTODIAN AGREEMENTS Copies of the contracts that State Street has entered into with each
(annually) Foreign Sub-Custodian that maintains U.S. mutual fund assets in the
markets in which State Street offers custodial services.
------------------------------ ------------------------------------------------------------------------
GLOBAL MARKET BULLETIN Information on changing settlement and custody conditions in markets
(daily or as necessary) where State Street offers custodial services. Includes changes in
market and tax regulations, depository developments, dematerialization
information, as well as other market changes that may impact State
Street's clients.
------------------------------ ------------------------------------------------------------------------
FOREIGN CUSTODY ADVISORIES For those markets where State Street offers custodial services that
(as necessary) exhibit special risks or infrastructures impacting custody, State
Street issues market advisories to highlight those unique market
factors which might impact our ability to offer recognized custody
service levels.
------------------------------ ------------------------------------------------------------------------
MATERIAL CHANGE NOTICES Informational letters and accompanying materials confirming State
(presently on a Street's foreign custody arrangements, including a summary of material
quarterly basis or as changes with Foreign Sub-Custodians that have occurred during the
otherwise necessary) previous quarter. The notices also identify any material changes in
the custodial risks associated with maintaining assets with Foreign
Securities Depositories
------------------------------ ------------------------------------------------------------------------
1
FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and
affiliates ("SSB") is authorized to promptly debit 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 SSB has been instructed to transfer. SSB 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 selection forms hereafter 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 SSB
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 SSB. SSB 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. SSB 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 SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB 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 SSB 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. SSB 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: SSB 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 SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB 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 SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB's reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB 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: SSB shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB 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, SSB or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional until
final settlement for such entry is received from the Federal Reserve Bank. If
such final settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
2
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB'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: SSB 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. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB 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.
11. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of such
deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or (c) the closure of a non-U.S. branch of State Street in
order to prevent, in the reasonable judgment of State Street, harm to the
employees or property of State Street. The obligation to repay any such deposit
shall not be transferred to and may not be enforced against any other branch of
State Street.
The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist
3
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures indicated
below.
[XX] 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 SSB
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.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB 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 SSB's or its agent's system with
encryption.
[XX] 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 Confirmation (Call Back) 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. IF THIS OPTION IS SELECTED, CHOOSE EITHER
TELEPHONE CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE
WHEN OVER $10 MILLION.
[XX] STANDING INSTRUCTIONS
Funds are transferred by SSB 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. Additional paperwork will be
required from insurance Clients using 1031 drawdowns.
THIS OPTION IS USED FOR TRANSACTIONS THAT INCLUDE BUT ARE NOT LIMITED TO
FOREIGN EXCHANGE CONTRACTS, TIME DEPOSITS AND TRI-PARTY REPURCHASE
AGREEMENTS. IF THIS OPTION IS SELECTED, CHOOSE EITHER TELEPHONE
CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN OVER $10
MILLION.
[XX] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB 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. PLEASE COMPLETE THE
TELEPHONE CONFIRMATION INSTRUCTIONS ATTACHED AS A SCHEDULE HERETO.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB 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 SSB.
SELECTION OF THIS ALTERNATIVE IS APPROPRIATE FOR CLIENTS WHO DO NOT HAVE
THE CAPABILITY TO USE OTHER SECURITY PROCEDURES.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
------------------------------------
Authorized Signature
XXXX XXXX
----------------------------------------
Type or Print Name
CONTROLLER
----------------------------------------
Title
MAY 27, 2005
----------------------------------------
Date
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER: AMERICAN CENTURY INTERNATIONAL BOND FUND /
INFLATION PROTECTION BOND FUND
------------------------------------------
Company Name
ACCOUNT NUMBER(S): MH73, MH74
------------------------------------------
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Name Xxxxx XxXxxxx Name Xxxxx Xxxxxx
Address 0000 Xxxx Xxxxxx Address 0000 Xxxx Xxxxxx
City/State/Zip Code Xxxxxx Xxxx, XX 00000 City/State/Zip Code Xxxxxx Xxxx, XX 00000
Telephone Number 000-000-0000 Telephone Number 000-000-0000
Facsimile Number 000-000-0000 Facsimile Number 000-000-0000
SWIFT Number CHASUS3MX1
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
XXXXXX XXXXX CONTROLLER
------------ ---------- ------------------
XXXX XXXX CONTROLLER
--------- ---------- ------------------
XXXXX XXXXXXX CUSTODY OPERATIONS SR. MANAGER
------------- ------------------------------ ------------------
XXXXX XXXXXX INVESTMENT ACCOUNTING SR. MANAGER
------------ --------------------------------- ------------------
XXXXXX XXXXX INVESTMENT ACCOUNTING MANAGER
------------ ----------------------------- ------------------
XXXXX XXXXXX INVESTMENT ACCOUNTING MANAGER
------------ ----------------------------- ------------------
XXXXX XXXXX INVESTMENT ACCOUNTING MANAGER
----------- ----------------------------- ------------------
XXXXXXXX XXXXX INVESTMENT ACCOUNTING MANAGER
-------------- ----------------------------- ------------------
XXXXX XXXXX CUSTODY OPERATIONS, SR.
----------- ----------------------- ------------------
XXXXXXXX XXXXXXXXXXX CUSTODY OPERATIONS, SR.
-------------------- ----------------------- ------------------
XXXXX CLOUD CUSTODY OPERATIONS, STAFF
----------- ------------------------- ------------------
XXXXX XXXXXXXX INVESTMENT ACCOUNTING SUPERVISOR
-------------- -------------------------------- ------------------
XXXX XXXXXXX INVESTMENT ACCOUNTING STAFF
------------ --------------------------- ------------------
5
XXXXX XXX INVESTMENT ACCOUNTING, STAFF
--------- ---------------------------- ------------------
XXXX XXXXXXXX INVESTMENT ACCOUNTING STAFF
------------- --------------------------- ------------------
XXXXXXXX XXXXXXXXX INVESTMENT ACCOUNTING STAFF
------------------ --------------------------- ------------------
XXXXXX XXXXXXXXXXX INVESTMENT ACCOUNTING, SR.
------------------ -------------------------- ------------------
XXXXXX XXXXXXXX INVESTMENT ACCOUNTING SUPERVISOR
--------------- -------------------------------- ------------------
XXXXXX XXXXXX INVESTMENT ACCOUNTING SUPERVISOR
------------- -------------------------------- ------------------
XXXX XXXXXX INVESTMENT ACCOUNTING, STAFF
----------- ---------------------------- ------------------
XXXXXXX XXXXXXXXX INVESTMENT ACCOUNTING, STAFF
----------------- ---------------------------- ------------------
XXXX XXXXXXX INVESTMENT ACCOUNTING, STAFF
------------ ---------------------------- ------------------
XXXX XXXXXXXX INVESTMENT ACCOUNTING, STAFF
------------- ---------------------------- ------------------
NIKKY LOTTERING INVESTMENT ACCOUNTING, STAFF
--------------- ---------------------------- ------------------
XXXX XXXXX INVESTMENT ACCOUNTING, STAFF
---------- ---------------------------- ------------------
XXXXX XXXXX INVESTMENT ACCOUNTING, STAFF
----------- ---------------------------- ------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
XXXXXX XXXXX 000-000-0000 NONE
------------ ------------ ----
XXXX XXXX 000-000-0000 NONE
--------- ------------ ----
XXXXX XXXXXXX 000-000-0000 NONE
------------- ------------ ----
XXXXX XXXXXX 000-000-0000 NONE
------------ ------------ ----
XXXXXX XXXXX 000-000-0000 NONE
------------ ------------ ----
XXXXX XXXXXX 000-000-0000 NONE
------------ ------------ ----
XXXXX XXXXX 000-000-0000 NONE
----------- ------------ ----
XXXXXXXX XXXXX 000-000-0000 NONE
-------------- ------------ ----
XXXXX XXXXX 000-000-0000 NONE
----------- ------------ ----
XXXXXXXX XXXXXXXXXXX 000-000-0000 NONE
-------------------- ------------ ----
XXXXX CLOUD 000-000-0000 NONE
----------- ------------ ----
XXXXX XXXXXXXX 000-000-0000 NONE
-------------- ------------ ----
6
XXXX XXXXXXX 000-000-0000 NONE
------------ ------------ ----
XXXXX XXX 000-000-0000 NONE
--------- ------------ ----
XXXX XXXXXXXX 000-000-0000 NONE
------------- ------------ ----
XXXXXXXX XXXXXXXXX 000-000-0000 NONE
------------------ ------------ ----
XXXXXX XXXXXXXXXXX 000-000-0000 NONE
------------------ ------------ ----
XXXXXX XXXXXXXX 000-000-0000 NONE
--------------- ------------ ----
XXXXXX XXXXXX 000-000-0000 NONE
------------- ------------ ----
XXXX XXXXXX 000-000-0000 NONE
----------- ------------ ----
XXXXXXX XXXXXXXXX 000-000-0000 NONE
----------------- ------------ ----
XXXX XXXXXXX 000-000-0000 NONE
------------ ------------ ----
XXXX XXXXXXXX 000-000-0000 NONE
------------- ------------ ----
NIKKY LOTTERING 000-000-0000 NONE
--------------- ------------ ----
XXXX XXXXX 000-000-0000 NONE
---------- ------------ ----
XXXXX XXXXX 000-000-0000 NONE
----------- ------------ ----
----------------------------------------------- --------------------
APPROVAL (FOR STATE STREET USE ONLY) DATE
7
[GRAPHIC]
PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX
Daily Valuation: Mutual Funds and
Insurance (NAVigator; XXX(R) for Securities)
--------------------------------------------------------------------------------
INSTRUCTIONS: Please indicate the primary, secondary and tertiary source to be
used by State Street in calculating market value of investment for each legal
entity in the Client Relationship identified below. If the security type is not
held (or, in the case of a mutual fund, not allowed by the fund prospectus),
please indicate N/A. NOTE: If an Investment Manager is a Pricing Source, please
specify explicitly. If the Client has more than one account or portfolio, each
will be priced in accordance with the instructions given below unless otherwise
indicated. If the accounting platform used for the Client is the Global
Horizon(R) System, then State Street performs a Data Quality review process as
specified in the Sources Status Pricing Matrix on the NAVigator Pricing System
which specifies pricing tolerance thresholds, index and price aging details. The
Sources Status Pricing Matrix will be provided for your information and review.
In the absence of an Instruction to the contrary, State Street shall be entitled
to rely on the Instructions contained in this Price Source and Methodology
Authorization Matrix for each additional legal entity within the client
relationship to whom State Street provides pricing services from time to time.
--------------------------------------------------------------------------------------------------------------
PRICING
PRIMARY SECONDARY TERTIARY PRICING DEFAULT VALUATION
SECURITY TYPE SOURCE SOURCE SOURCE LOGIC LOGIC POINT
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
EQUITIES
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
U. S. Listed Equities IDC Reuters Bloomberg Last Sale Mean Market Close
(NYSE,AMEX)
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
U.S. OTC Equities (Nasdaq) IDC Reuters Bloomberg Official Close Mean/ Market Close
Last Sale
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Foreign Equities IDC Reuters Bloomberg Last Sale Mean Market Close
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Listed ADR's IDC Reuters Bloomberg Last Sale Mean Market Close
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
FIXED INCOME
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Municipal Bonds XX Xxxxx IDC Bloomberg Evaluated Mean Mean of Market Close
Bid/Ask
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
US Bonds (Treasuries, IDC Reuters Bloomberg Evaluated Mean Mean of Market Close
MBS, ABS, Corporates) Bid/Ask
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Eurobonds/Foreign Bonds IDC Bloomberg Reuters Evaluated Mean Mean of Market Close
Bid/Ask
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
OTHER ASSETS
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Options Reuters Bloomberg Last Sale Mean Market Close
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Futures Reuters Bloomberg Last Sale Mean Market Close
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Non - Listed ADR's American
Century
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
EXCHANGE RATES
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Reuters (2:00 Bloomberg Mean Mean CST
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
FORWARD POINTS
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
Reuters (2:00 Bloomberg Mean Mean CST
----------------------------- ------------- ------------ ----------- --------------- ----------- -------------
CLIENT RELATIONSHIP:
----------------------------------------
LEGAL ENTITY (IF MORE THAN ONE, PLEASE LIST ON PAGE 2)
AUTHORIZED BY: AUTHORIZED OFFICER
----------------------------------------------
STATE STREET BANK AND TRUST COMPANY
ACCEPTED: VICE PRESIDENT
---------------------------------------------------
EFFECTIVE DATE:
--/--/-- (SUPERSEDES PRIOR MATRICES)
8
[GRAPHIC]
PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX
Daily Valuation: Mutual Funds and
Insurance (NAVigator; XXX(R) for Securities)
--------------------------------------------------------------------------------
LIST OF LEGAL ENTITIES IN THE CLIENT RELATIONSHIP
--------------------------------------------------------------------------------
LEGAL ENTITY NAME OF AUTHORIZED SIGNATURE OF AUTHORIZED
SIGNER IF DIFFERENT SIGNER IF DIFFERENT
THAN PAGE 1 THAN PAGE 1
----------------------------------- -------------------- -----------------------
AMERICAN CENTURY
INTERNATIONAL BOND FUND
----------------------------------- -------------------- -----------------------
AMERICAN CENTURY INFLATION
PROTECTION BOND FUND
----------------------------------- -------------------- -----------------------
----------------------------------- -------------------- -----------------------
----------------------------------- -------------------- -----------------------
----------------------------------- -------------------- -----------------------
----------------------------------- -------------------- -----------------------
--------------------------------------------------------------------------------
EXPLANATION OF FIELDS
--------------------------------------------------------------------------------
Client: Indicate the legal entity name of the Client. If there are
multiple legal entities for one client relationship, please
list each Legal Entity on p. 2. If a single legal entity
encompasses multiple portfolios/accounts/series, any of
which are to be priced differently, please so indicate.
--------------------------------------------------------------------------------
Primary Source: Indicate the primary source for prices for the security
type. If an Investment Manager is a pricing source, please
specify explicitly.
--------------------------------------------------------------------------------
Secondary Source: Indicate the secondary source for prices for the security
type. If an Investment Manager is a pricing source, please
specify explicitly.
--------------------------------------------------------------------------------
Tertiary Source: Indicate the tertiary (3rd level) source for prices for the
security type. If an Investment Manager is a pricing source,
please specify explicitly.
--------------------------------------------------------------------------------
Pricing Logic: Indicate the price type to be referenced for the security
type: Ask, Bid, Close, Evaluated Mean, Last Sale, amortized
cost, etc.
--------------------------------------------------------------------------------
Pricing Default Indicate the price type to be referenced for the security
Logic: type: Ask, Bid, Close, Evaluated Mean, Last Sale, amortized
cost, etc. in the instance where the preferred price type is
not available
--------------------------------------------------------------------------------
Valuation Point: Indicate time of day: Market Close, End of Day, specific
time and time zone.
--------------------------------------------------------------------------------
Authorized By: Provide the signature of the person authorizing the
completion of the Price Source Authorization. If multiple
legal entities are listed on p. 2, please provide the
signature of an authorized person in each case, if
necessary.
--------------------------------------------------------------------------------
Date: Indicate the date the Price Source Authorization was
completed
--------------------------------------------------------------------------------
9
