AMENDMENT TO CUSTODIAN AGREEMENT
Exhibit 99.(j)(2)
AMENDMENT TO CUSTODIAN AGREEMENT
This Amendment to Custodian Agreement is made as of April 26, 2001 by and among each investment company party to that certain Custodian Agreement with State Street Bank and Trust Company dated as of October 20, 2000 (as amended, modified or supplemented and in effect from time to time, the “Contract”) and State Street Bank and Trust Company.
WHEREAS, capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract;
WHEREAS, the Fund and the Custodian desire to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 (“Rule 17f-5”) and the adoption of Rule 17f-7 (“Rule 17f-7”) promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund and the Custodian desire to amend and restate certain other provisions of the Contract relating to the custody of assets of each of the Portfolios held outside of the United States.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:
I. The last sentence of the second paragraph of Article 1 shall be deleted and replaced in its entirety with the following language, “The Custodian may employ as sub-custodian for the 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 Articles 3 and 4 hereof.”
II. Article 3 of the Contract is hereby deleted, and Articles 4 through 25 of the Contract are hereby renumbered, as of the effective date of this Amendment, as Articles 5 through 26, respectively (except that Article 5A shall become Article 6A).
III New Articles 3 and 4 of the Contract are hereby added, as of the effective date of this Amendment, as set forth below.
ARTICLE 3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Agreement shall have the following meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including 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.
“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 U.S. Securities and Exchange Commission (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.
3.2. The Custodian as Foreign Custody Manager.
3.2.1. Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian 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 to this Contract, which list of countries may be amended from time to time by the Fund 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.
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 the Fund, 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 of this Amendment by the Fund 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 the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. 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 the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Forty-five days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.
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 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 (or the Fund’s duly-authorized investment adviser) in accordance with Section 3.2.5 hereunder and, to the extent that the Foreign Custody Manager has not issued a notice of withdrawal as Foreign Custody Manager for the particular country (pursuant to Section 3.2.2 above); the Foreign Custody Manager has not received a Proper Instruction to close the account (pursuant to Section 3.2.2 above); and no other notice regarding termination of delegation has been issued (pursuant to Section 3.2.8 below), the Foreign Custody Manager shall suggest (in a non-binding manner) an alternative Eligible Foreign Custodian, if such is available.
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 the Custodian 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, as required by section (b)(2) of Rule 17f-5.
3.2.6. Standard of Care as Foreign Custody Manager of a Portfolio. 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 the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8. Effective Date and Termination of the Custodian as Foreign Custody Manager. The Board’s delegation to the Custodian 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 forty-five (45) 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 the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
3.3. Eligible Securities Depositories.
3.3.1. Analysis and Monitoring. To assist the Fund in its determination of whether a custody arrangement provides reasonable safeguards against the custody risks associated with maintaining assets with an Eligible Securities Depository, the Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) 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 the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2. Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
ARTICLE 4. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.
4.1. Definitions. Capitalized terms in this Article 4 shall have the following 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.
4.2. Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian 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 the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian 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.
4.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian 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:
(i) 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: (A) delivery against expectation of receiving later payment; or (B) 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;
(ii) in connection with any repurchase agreement related to foreign securities;
(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian 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;
(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;
(vii) 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;
(viii) 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;
(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;
(i) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(x) in connection with the lending of foreign securities; and
(xi) 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.
(xii) 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, the Custodian 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:
(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against delivery of such securities, unless prevailing market conditions (as described in Section 4.4.3 below) provide for delivering monies to the seller thereof or to a dealer thereof (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) 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;
(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;
(iii) 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 under this Contract, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(ii) for payment of part or all of the dividends received in respect of securities sold short;
(vi) in connection with the borrowing or lending of foreign securities; and
(vii) 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 of this Contract 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 generally acceptable to Institutional Investors 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. For purposes of this Contract, the term “Institutional Investors” shall mean U.S. registered investment companies or major, U.S. based commercial banks, insurance companies, pension funds or substantially similar financial institutions which, as a part of their ordinary business operations, purchase or sell securities and make use of non-U.S. custodial services.
The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian 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.
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 the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice in the particular jurisdiction and are generally acceptable to Institutional Investors.
4.6. Bank Accounts. The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, 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 the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Contract to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (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.
4.7. Collection of Income. The Custodian shall use reasonable commercial efforts 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, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
4.8. Shareholder Rights. With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts 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. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian 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. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians.
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
4.11. Tax Law.
Except to the extent that imposition of such item arises from the Custodian’s failure to perform in accordance with this Section, the Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting; any change in the organization, domicile or other relevant fact concerning tax treatment of the Fund; and if the Fund is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category of entity of which the Fund is a part under general laws and treaty provisions. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information. Such assistance of the Custodian shall include, when and as applicable, ascertaining the appropriate rate of tax withholding and providing such documents as may be required to enable the Fund to receive appropriate tax treatment under applicable tax laws and treaty provisions.
4.12. Liability of Custodian.
Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a Foreign Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.
The Custodian 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 in this Contract.
IV. Subsection (iii) of the second sentence of newly renumbered Article 14 of the Contract and the word “, and” immediately preceeding said subsection (iii), are hereby deleted.
V. The reference to “Schedule B” contained in the newly renumbered Section 7(1) of the Contract is hereby amended to instead refer to “Schedule F” and, in connection therewith, the first occurring original Schedule B to the Contract (entitled ‘Custody Fee Schedule’) is hereby renamed “Schedule F”.
VI. The reference to “Schedule C” contained in the last paragraph of newly renumbered Section 10 of the Contract is hereby amended to instead refer to “Schedule G” and, in connection therewith, (a) the first occurring original (untitled) Schedule C to the Contract is hereby renamed “Schedule G” and (b) the second occurring original Schedule C to the Contract (entitled ‘Remote Access Services Addendum to Custodian Agreement’) shall no longer be referred to as “Schedule C.”
VII. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the event of any conflict between the provisions of Articles 3 and 4 hereof, the provisions of Article 3 shall prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.
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WITNESSED BY: |
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STATE STREET BANK AND TRUST COMPANY | |
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/s/ Xxxxxxxxx X. Poster |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Xxxxxxxxx X. Poster |
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Xxxxxx X. Xxxxxx, Executive Vice President |
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Vice President |
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WITNESSED BY: |
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EACH INVESTMENT COMPANY SET FORTH ON EXHIBIT I HERETO | |
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/s/ Xxxxxxx Xxxxxxxx |
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By: |
/s/ Xxx Xxxxxx |
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Xxxxxxx Xxxxxxxx |
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Xxx Xxxxxx, Secretary |
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Assistant Secretary |
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EXHIBIT I
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FUND NAME(1) |
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FORM OF ORGANIZATION |
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Credit Suisse Institutional Fund, Inc. · Cash Reserve Portfolio |
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Maryland corporation |
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Credit Suisse Warburg Pincus Balanced Fund, Inc. |
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Maryland corporation |
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· Emerging Growth Portfolio |
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Warburg Pincus Trust II |
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Massachusetts business trust |
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· Fixed Income Portfolio |
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Credit Suisse Warburg Pincus Worldperks Money Market Fund, Inc. |
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Maryland corporation |
(1) For entities with multiple portfolios, the individual portfolios are bulleted beneath the Fund name.
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FUND NAME(1) |
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FORM OF ORGANIZATION |
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Credit Suisse Warburg Pincus Worldperks Tax Free Money Market Fund, Inc. |
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Maryland corporation |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
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Country |
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Subcustodian |
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Argentina |
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Citibank, N.A. |
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Argentina |
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Citibank, N.A. |
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Australia |
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Westpac Banking Corporation |
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Austria |
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Erste Bank der Osterreichischen Sparkassen AG |
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Bahrain |
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HSBC Bank Middle East |
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Bangladesh |
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Standard Chartered Bank |
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Belgium |
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Fortis Bank nv-sa |
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Bermuda |
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The Bank of Bermuda Limited |
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Bolivia |
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Citibank, N. A. |
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Botswana |
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Barclays Bank of Botswana Limited |
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Brazil |
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Citibank, N.A. |
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Bulgaria |
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ING Bank N.V. |
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Canada |
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State Street Trust Company Canada |
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Chile |
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BankBoston, N.A. |
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People’s Republic of China |
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The Hongkong and Shanghai |
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Colombia |
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Cititrust Colombia S.A. Sociedad Fiduciaria |
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Costa Rica |
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Banco BCT S.A. |
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Croatia |
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Privredna Banka Zagreb d.d |
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Cyprus |
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The Cyprus Popular Bank Ltd. |
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Czech Republic |
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Ceskoslovenska Obchodni |
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Country |
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Subcustodian |
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Banka, A.S. |
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Denmark |
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Danske Bank A/S |
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Ecuador |
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Citibank, N.A. |
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Egypt |
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Egyptian British Bank S.A.E. |
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Estonia |
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Hansabank |
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Finland |
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Xxxxxx Bank Plc. |
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France |
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BNP Paribas, S.A. |
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|
|
|
|
Germany |
|
Dresdner Bank AG |
|
|
|
|
|
Ghana |
|
Barclays Bank of Ghana Limited |
|
|
|
|
|
Greece |
|
National Bank of Greece S.A. |
|
|
|
|
|
Hong Kong |
|
Standard Chartered Bank |
|
|
|
|
|
Hungary |
|
Citibank Rt. |
|
|
|
|
|
Iceland |
|
Icebank Ltd. |
|
|
|
|
|
India |
|
Deutsche Bank AG |
|
|
|
|
|
Indonesia |
|
Standard Chartered Bank |
|
|
|
|
|
Ireland |
|
Bank of Ireland |
|
|
|
|
|
Israel |
|
Bank Hapoalim B.M. |
|
|
|
|
|
Italy |
|
BNP Paribas, Italian Branch |
|
|
|
|
|
Ivory Coast |
|
Société Géneralé de Banques en Côte d’Ivoire |
|
|
|
|
|
Jamaica |
|
Scotiabank Jamaica Trust and Merchant Bank Ltd. |
|
Country |
|
Subcustodian |
|
|
|
|
|
Japan |
|
The Fuji Bank, Limited |
|
|
|
|
|
Jordan |
|
HSBC Bank Middle East |
|
|
|
|
|
Kazakhstan |
|
HSBC Bank Kazakhstan |
|
|
|
|
|
Kenya |
|
Barclays Bank of Kenya Limited |
|
|
|
|
|
Republic of Korea |
|
The Hongkong and Shanghai Banking |
|
|
|
|
|
Latvia |
|
A/s Hansabanka |
|
|
|
|
|
Lebanon |
|
HSBC Bank Middle East |
|
|
|
|
|
Lithuania |
|
Vilniaus Bankas AB |
|
|
|
|
|
Malaysia |
|
Standard Chartered Bank Malaysia Berhad |
|
|
|
|
|
Mauritius |
|
The Hongkong and Shanghai |
|
|
|
|
|
Mexico |
|
Citibank Mexico, S.A. |
|
|
|
|
|
Morocco |
|
Banque Commerciale du Maroc |
|
|
|
|
|
Namibia |
|
Standard Bank Namibia Limited |
|
|
|
|
|
Netherlands |
|
Fortis Bank (Nederland) N.V. |
|
|
|
|
|
New Zealand |
|
ANZ Banking Group (New Zealand) Limited |
|
|
|
|
|
Nigeria |
|
Stanbic Merchant Bank Nigeria Limited |
|
|
|
|
|
Norway |
|
Christiania Bank og Kreditkasse ASA |
|
|
|
|
|
Oman |
|
HSBC Bank Middle East |
|
Country |
|
Subcustodian |
|
|
|
|
|
|
|
Corporation Limited) |
|
|
|
|
|
Pakistan |
|
Deutsche Bank AG |
|
|
|
|
|
Palestine |
|
HSBC Bank Middle East |
|
|
|
|
|
Panama |
|
BankBoston, N.A. |
|
|
|
|
|
Peru |
|
Citibank, N.A. |
|
|
|
|
|
Philippines |
|
Standard Chartered Bank |
|
|
|
|
|
Poland |
|
Bank Handlowy w Warszawie S.A. |
|
|
|
|
|
Portugal |
|
Banco Comercial Português |
|
|
|
|
|
Qatar |
|
HSBC Bank Middle East |
|
|
|
|
|
Romania |
|
ING Bank N.V. |
|
|
|
|
|
Russia |
|
Credit Suisse First Boston AO — Moscow (as delegate of Credit Suisse First Boston - Zurich) |
|
|
|
|
|
Singapore |
|
The Development Bank of Singapore Limited |
|
|
|
|
|
Slovak Republic |
|
Ceskoslovenská Obchodní Banka, A.S. |
|
|
|
|
|
Slovenia |
|
Bank Austria Creditanstalt d.d. - Ljubljana |
|
|
|
|
|
South Africa |
|
Standard Bank of South Africa Limited |
|
|
|
|
|
Spain |
|
Banco Santander Central Hispano S.A. |
|
|
|
|
|
Sri Lanka |
|
The Hongkong and Shanghai Banking Corporation Limited |
|
|
|
|
|
Swaziland |
|
Standard Bank Swaziland Limited |
|
|
|
|
|
Sweden |
|
Skandinaviska Enskilda Banken |
|
Country |
|
Subcustodian |
|
|
|
|
|
Switzerland |
|
UBS AG |
|
|
|
|
|
Taiwan - R.O.C. |
|
Central Trust of China |
|
|
|
|
|
Thailand |
|
Standard Chartered Bank |
|
|
|
|
|
Trinidad & Tobago |
|
Republic Bank Limited |
|
|
|
|
|
Tunisia |
|
Banque Internationale Arabe de Tunisie |
|
|
|
|
|
Turkey |
|
Citibank, N.A. |
|
|
|
|
|
Ukraine |
|
ING Bank Ukraine |
|
|
|
|
|
United Kingdom |
|
State Street Bank and Trust Company, London Branch |
|
|
|
|
|
Uruguay |
|
BankBoston, N.A. |
|
|
|
|
|
Venezuela |
|
Citibank, N.A. |
|
|
|
|
|
Vietnam |
|
The Hongkong and Shanghai Banking Corporation Limited |
|
|
|
|
|
Zambia |
|
Barclays Bank of Zambia Limited |
|
|
|
|
|
Zimbabwe |
|
Barclays Bank of Zimbabwe Limited |
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
|
Country |
|
Depositories |
|
|
|
|
|
Argentina |
|
Caja de Valores S.A. |
|
|
|
|
|
Australia |
|
Austraclear Limited Reserve Bank Information and Transfer System |
|
|
|
|
|
Austria |
|
Oesterreichische Kontrollbank AG |
|
|
|
|
|
Belgium |
|
Caisse Interprofessionnelle de Depots et de Virements de Titres, S.A. Banque Nationale de Belgique |
|
|
|
|
|
Brazil |
|
Companhia Brasileira de Liquidacao e Custodia |
|
|
|
|
|
Bulgaria |
|
Central Depository AD |
|
|
|
|
|
Canada |
|
Canadian Depository for Securities Limited |
|
|
|
|
|
Chile |
|
Deposito Central de Valores S.A. |
|
|
|
|
|
People’s Republic of China |
|
Shanghai Securities Central Clearing & Registration Corporation |
|
|
|
|
|
Colombia |
|
Depósito Centralizado de Valores |
|
|
|
|
|
Costa Rica |
|
Central de Valores S.A. |
|
|
|
|
|
Croatia |
|
Ministry of Finance |
|
Country |
|
Depositories |
|
|
|
|
|
|
|
Središnja Depozitarna Agencija d.d. |
|
|
|
|
|
Czech Republic |
|
Stredisko cenných papíru |
|
|
|
|
|
Denmark |
|
Værdipapircentralen (Danish Securities Center) |
|
|
|
|
|
Egypt |
|
Misr for Clearing, Settlement, and Depository |
|
|
|
|
|
Estonia |
|
Eesti Väärtpaberite Keskdepositoorium |
|
|
|
|
|
Finland |
|
Finnish Central Securities Depository |
|
|
|
|
|
France |
|
Euroclear France |
|
|
|
|
|
Germany |
|
Clearstream Banking AG, Frankfurt |
|
|
|
|
|
Greece |
|
Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form |
|
|
|
|
|
Hong Kong |
|
Central Clearing and Settlement System Central Moneymarkets Unit |
|
|
|
|
|
Hungary |
|
Központi Elszárnolóház és Értéktár (Budapest) Rt. (KELER) |
|
|
|
|
|
India |
|
National Securities Depository Limited |
|
|
|
|
|
Indonesia |
|
Bank Indonesia |
|
|
|
|
|
Israel |
|
Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse) |
|
Country |
|
Depositories |
|
|
|
|
|
Italy |
|
Monte Titoli S.p.A. |
|
|
|
|
|
Ivory Coast |
|
Depositaire Central — Banque de Reglement |
|
|
|
|
|
Jamaica |
|
Jamaica Central Securities Depository |
|
|
|
|
|
Japan |
|
Japan Securities Depository Center (JASDEC) Bank of Japan Net System |
|
|
|
|
|
Kazakhstan |
|
Central Depository of Securities |
|
|
|
|
|
Kenya |
|
Central Bank of Kenya |
|
|
|
|
|
Republic of Korea |
|
Korea Securities Depository |
|
|
|
|
|
Latvia |
|
Latvian Central Depository |
|
|
|
|
|
Lebanon |
|
Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X. |
|
|
|
|
|
Lithuania |
|
Central Securities Depository of Lithuania |
|
|
|
|
|
Malaysia |
|
Malaysian Central Depository Sdn. Bhd. |
|
|
|
|
|
Mauritius |
|
Central Depository and Settlement Co. Ltd. |
|
|
|
|
|
Mexico |
|
S.D. INDEVAL (Instituto para el Deposit° de Valores) |
|
|
|
|
|
Morocco |
|
Maroclear |
|
|
|
|
|
Netherlands |
|
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF) |
|
|
|
|
|
New Zealand |
|
New Zealand Central Securities Depository Limited |
|
Country |
|
Depositories |
|
|
|
|
|
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 |
|
|
|
|
|
Palestine |
|
Clearing Depository and Settlement, a department of the Palestine Stock Exchange |
|
|
|
|
|
Peru |
|
Caja de Valores y Liquidaciones, Institucion de Compensación y Liquidación de Valores S.A |
|
|
|
|
|
Philippines |
|
Philippine Central Depository, Inc. |
|
|
|
|
|
Poland |
|
National Depository of Securities (Krajowy Depozyt PapierOw Wartostiowych SA) |
|
|
|
|
|
Portugal |
|
Central de Valores Mobiliarios |
|
|
|
|
|
Qatar |
|
Central Clearing and Registration (CCR), a department of the Doha Securities Market |
|
|
|
|
|
Romania |
|
National Securities Clearing, Settlement and Depository Company |
|
|
|
|
|
Singapore |
|
Central DepOsitory (Pte) Limited |
|
Country |
|
Depositories |
|
|
|
|
|
Slovak Republic |
|
Stredisko cenných papierov |
|
|
|
|
|
Slovenia |
|
Klirinsko Depotna Xxxxxx x.x. |
|
|
|
|
|
South Africa |
|
Central Depository Limited |
|
|
|
|
|
Spain |
|
Servicio de Compensación y Liquidación de Valores, S.A. |
|
|
|
|
|
Sri Lanka |
|
Central Depository System (Pvt) Limited |
|
|
|
|
|
Sweden |
|
Värdepapperscentralen VPC AB (Swedish Central Securities Depository) |
|
|
|
|
|
Switzerland |
|
Segalntersettle AG (SIS) |
|
|
|
|
|
Taiwan - R.O.C. |
|
Taiwan Securities Central Depository Co., Ltd. |
|
|
|
|
|
Thailand |
|
Thailand Securities Depository Company Limited |
|
|
|
|
|
Tunisia |
|
Societe Tunisienne Interprofessionelle pour la Compensation et de Depots des Valeurs Mobilieres |
|
|
|
|
|
Turkey |
|
Takas ve Saklama Bankasi A.S. (TAKASBANK) |
|
|
|
|
|
Ukraine |
|
National Bank of Ukraine |
|
|
|
|
|
United Kingdom |
|
Central Gilts Office and Central Moneymarkets Office |
|
|
|
|
|
Venezuela |
|
Banco Central de Venezuela |
|
|
|
|
|
Zambia |
|
XxXX Central Shares Depository Limited |
SCHEDULE C
MARKET INFORMATION
|
Publication/Type of Information |
|
Brief Description |
|
(Frequency) |
|
|
|
|
|
|
|
The Guide to Custody in World Markets |
|
An overview of safekeeping and settlement practices and procedures in each market in which State Street Bank and Trust Company offers custodial services. |
|
|
|
|
|
Global Custody Network Review |
|
Information relating to the operating history and structure of depositories and subcustodians located in the markets in which State Street Bank and Trust Company offers custodial services, including transnational depositories. |
|
|
|
|
|
Global Legal Survey |
|
With respect to each market in which State Street Bank and Trust Company offers custodial 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) the Fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the 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 subcustodian contracts State Street Bank and Trust Company has entered into with each subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients. |
|
|
|
|
|
Network Bulletins |
|
Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services. |
|
|
|
|
|
Foreign Custody Advisories |
|
With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street’s ability to deliver expected levels of service. |
