Amended and Restated Master Custodian Agreement
Exhibit 9
Amended and Restated Master Custodian Agreement
This Agreement between those Nuveen Investment Companies (each such investment
company and each investment company made subject to this Agreement in accordance with Section 19
herein, be referred to as a “Fund” and collectively as the “Funds”) listed on Appendix A hereto
(hereinafter ”Appendix A” as it may be amended from time to time), which may be Massachusetts
business trusts or have such other form of organization as may be indicated, and State Street
Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Witnesseth:
Whereas, the Funds and the Custodian have entered into a Master Custodian Agreement, dated
as of April 19, 2002 (as amended and in effect, the “Master Custodian Agreement”);
Whereas, the Funds and the Custodian desire to replace such existing Master Custodian
Agreement with this Amended and Restated Master Custodian Agreement;
Whereas, the Funds are registered under the Investment Company Act of 1940 and each Fund
has appointed the Bank to act as its Custodian;
Whereas, the Funds may be authorized to issue shares in separate series, with each such
series representing interests in a separate portfolio of securities and other assets; and
Whereas,
each Fund so authorized intends that this Agreement be applicable to each of its
series set forth on Appendix A (each such series together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with Section 20 herein, be
referred to as a “Portfolio” and collectively as the “Portfolios”).
Now Therefore, in consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
Section 1. Employment of Custodian and Property to be Held by It
Each Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the
Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held
in places within the United States (“domestic securities”) and securities it desires to be held
outside the United States (“foreign securities”). Each Fund, on behalf of its Portfolio(s), agrees
to deliver to the Custodian all securities, cash, or other assets of such Portfolios, and all
payments of income, payments of principal or capital distributions received by it with respect to
all securities owned by it from time to time, and the cash consideration received by it for such
new or treasury shares of beneficial interest of each Fund representing interests in its Portfolios
(“Shares”) as may be issued or sold from time to time. The Custodian shall not be responsible for
any property of a Portfolio held or received by the Fund and not delivered to the Custodian.
Upon receipt of “Proper Instructions” (as such term is defined in Section 6 hereof), the Custodian
shall on behalf of the applicable Portfolio from time to time employ one or more sub-custodians
located in the United States, but only in accordance with an applicable vote by the Board of
Directors or the Board of Trustees of the applicable Fund on behalf of the applicable Portfolio (as
appropriate, and in each case, the “Board”). The Custodian may employ as sub-custodian for each
Fund’s foreign securities on behalf of the applicable Portfolio, 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. The Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian
so employed than any such sub-custodian has to the Custodian.
Section 2. | Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States |
Section 2.1 Holding Securities. The Custodian 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 owned by such Portfolio 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. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities
System account of the Custodian 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 a 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 a 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 the Custodian; | ||
6) | To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.6 or into the name or nominee name 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 the Custodian; | |||
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, the 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 Custodian’s own negligence or willful misconduct; | ||
8) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; | ||
9) | In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; | ||
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 the Custodian and the Fund on behalf of the 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 Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian 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 in connection with any loans of securities made by the Fund on behalf of one or more Portfolios to a third party lending agent, or the lending agent’s custodian, in accordance with Proper Instructions (which may not provide for receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian on behalf of a Portfolio; | ||
12) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed; | ||
13) | For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian 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 the Portfolio of the Fund; | |||
14) | For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian, 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 the Portfolio of the Fund; | ||
15) | Upon receipt of instructions from the transfer agent for the Fund (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 of the Fund related to the Portfolio (the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption; | ||
16) | For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of a Portfolio; and | ||
17) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made. |
Section 2.3 Registration of Securities. Domestic securities held by
the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in
the name of any nominee of the Fund on behalf of the applicable Portfolio or of any nominee of the
Custodian which nominee shall be assigned exclusively to a Portfolio, unless a Fund has
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 the Custodian on behalf
of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery
form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the
Custodian shall utilize its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each Portfolio of each Fund,
subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and
shall hold in such account or accounts, subject to the provisions hereof, all cash received 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 Investment Company Act of
1940, as amended (the “1940 Act”). Monies held by the Custodian for a Portfolio may be deposited
by it to its credit as Custodian in the banking department of the Custodian or in such other banks
or trust companies as it may in its discretion deem necessary or desirable; provided,
however, that
every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and
that each such bank or trust company and the monies 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 monies shall be deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
Section 2.5 Collection of Income. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely basis all income and other payments with
respect to registered domestic securities held hereunder 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 the Custodian or its agent thereof and shall credit such
income, as collected, to such Portfolio’s custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no
duty or responsibility in connection therewith, other than to provide the Fund with such
information or data as may be necessary to assist the Fund in arranging for the timely delivery to
the Custodian 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, the Custodian shall pay out monies of a Portfolio in the
following cases only:
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 the Custodian (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 the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian 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 the Fund on behalf of a Portfolio and the Custodian, 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 the Custodian’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 the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund 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 from the Fund as defined herein; |
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 6 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 the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; | ||
5) | For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund; | ||
6) | For payment of the amount of dividends received with respect to securities sold short; | ||
7) | For payment of initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of a Portfolio; | ||
8) | For delivery to one or more co-custodians (each, a “Repo Custodian”) appointed by the Fund on behalf of a Portfolio and communicated to the Custodian by Proper Instructions, including Schedule D (as may be amended from time to time) attached to this Agreement, duly executed by two authorized officers of the Fund, for the purpose of engaging in repurchase agreement transactions, which delivery may be made without contemporaneous receipt by the Custodian of assets in exchange therefor, and upon which delivery to such Repo Custodian in accordance with Proper Instructions from the Fund on behalf of a Portfolio, the Custodian shall have no further responsibility or obligation to the Fund as a custodian for the Fund on behalf of a Portfolio with respect to the assets so delivered (each such delivery, a “Free Trade”), provided that, in preparing reports of monies received or paid out of the Portfolio or of assets comprising the Portfolio, the Custodian shall be entitled to rely upon information received from time to time from the Repo Custodian and shall not be responsible for the accuracy or completeness of such information included in the Custodian’s reports until such assets are received by the Custodian; and | ||
9) | 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. |
Section 2.7 Appointment of Agents. The Custodian 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 the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the Custodian of its responsibilities
or liabilities hereunder.
Section 2.8 Deposit of Fund Assets in U.S. Securities Systems. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System
in compliance with the conditions of Rule 17f-4 of the 1940 Act, as amended from time to time.
Section 2.9 Segregated Account. The Custodian 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 an account by the Custodian
pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the
Fund on behalf of a Portfolio, the Custodian 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, (ii) for purposes of segregating U.S. cash, U.S. Government
securities, or other U.S. securities in connection with swaps or other transactions by a Portfolio
related to an ISDA Master Agreement; (iii) for purposes of segregating U.S. cash or U.S. 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, (iv) 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 (v) for any other purpose upon receipt of Proper
Instructions from the Fund on behalf of the applicable Portfolio.
Section 2.10 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to domestic securities
of each Portfolio held by it and in connection with transfers of securities.
Section 2.11 Proxies. The Custodian shall, with respect to the
domestic securities held hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the Portfolio or a
nominee of the 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 notices relating to such securities.
Section 2.12 Communications Relating to Fund Securities. Subject to
the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund all
written information (including, without limitation, pendency of calls and maturities of domestic
securities and expirations of rights in connection therewith and notices of exercise of call and
put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts
purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being
held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit
promptly to the Portfolio all written information received by the Custodian 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 tender offer,
exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least
three business days prior to the date on which the Custodian is to take such action.
Section 3. Provisions Relating to Rules 17f-5 and 17f-7
Section 3.1. Definitions. As used throughout this Agreement, the
following capitalized terms 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.
“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. 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 Agreement,
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 Agreement 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 Agreement. 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. Thirty 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) 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.
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 Fund described in this Section 3.2 after the
occurrence of the material change.
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
Agreement 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 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 the Custodian as Foreign Custody Manager of the Portfolios with respect to
designated countries.
Section 3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or
its duly-authorized investment manager or 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 the Fund (or its duly-authorized investment
manager or investment advisor) 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.
Section 4. | Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States |
Section 4.1 Definitions. As used throughout this Agreement, the
following capitalized terms 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. 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.
Section 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.
Section 4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Securities. 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; | ||
(x) | in connection with trading in options and futures contracts, including delivery as original margin and variation margin; | ||
(xi) | in connection with the lending of foreign securities; and | ||
(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 the applicable 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 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 Agreement, 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) | for delivery to one or more co-custodians (each, a “Repo Custodian”) appointed by the Fund on behalf of a Portfolio and communicated to the Custodian by Proper Instructions, including Schedule D (as may be amended from time to time) attached to this Agreement, duly executed by two authorized officers of the Fund, for the purpose of engaging in repurchase agreement transactions, which delivery may be made without contemporaneous receipt by the Custodian of assets in exchange therefor, and upon which delivery to such Repo Custodian in accordance with Proper Instructions from the Fund on behalf of a Portfolio, the Custodian shall have no further responsibility or obligation to the Fund as a custodian for the Fund on behalf of a Portfolio with respect to the assets so delivered (each such delivery, a “Free Trade”), provided that, in preparing reports of monies received or paid out of the Portfolio or of assets comprising the Portfolio, the Custodian shall be entitled to rely upon information received from time to time from the Repo Custodian and shall not be responsible for the accuracy or completeness of such information included in the Custodian’s reports until such assets are received by the Custodian; | ||
(vi) | in connection with trading in options and futures contracts, including delivery as original margin and variation margin; | ||
(vii) | for payment of part or all of the dividends received with respect to securities sold short; | ||
(viii) | in connection with the borrowing or lending of foreign securities; and | ||
(ix) | 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
Agreement to the contrary, settlement and payment for Foreign Assets received for the account of
the Portfolio and delivery of Foreign Assets maintained for the account of the Portfolio 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.
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.
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 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 Agreement unless the form of such securities and the manner in which they are delivered are
in accordance with reasonable market practice.
Section 4.6 Bank Accounts. The Custodian shall identify on its
books as belonging to the Portfolio 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 Agreement 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.
Section 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 Portfolio shall be entitled and shall credit such income, as
collected, to the 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.
Section 4.8 Shareholder Rights. With respect to the
foreign securities held pursuant to this Section 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.
Section 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.
Section 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 Fund has not been made whole for any such loss, damage, cost, expense,
liability or claim.
Section 4.11 Tax Law. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on a 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 applicable 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. 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.
Section 4.12. Liability of Custodian. 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 the Agreement and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian
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 has otherwise acted with reasonable care.
Section 5. Loan Servicing Provisions
Section 5.1 General. The following provisions shall apply with
respect to investments, property or assets in the nature of loans, or interests or participations
in loans, including without limitation interests in syndicated bank loans and bank loan
participations, whether in the U.S. or outside the U.S. (collectively, “Loans”) entered into by the
Fund on behalf of one or more of its Portfolios (referred to in this Section 5 as the “Fund”).
Section 5.2 Safekeeping. Instruments, certificates, agreements
and/or other documents which the Custodian may receive with respect to Loans, if any (collectively
“Financing Documents”), from time to time, shall be held by the Custodian at its offices in Boston,
Massachusetts.
Section 5.3 Duties of the Custodian. The Custodian shall accept
such Financing Documents, if any, with respect to Loans as may be delivered to it from time to time
by the Fund. The Custodian shall be under no obligation to examine the contents or determine the
sufficiency of any such Financing Documents or to provide any certification with respect thereto,
whether received by the Custodian as original documents, photocopies, by facsimile or otherwise.
Without limiting the foregoing, the Custodian is under no duty to examine any such Financing
Documents to determine whether necessary steps have been taken or requirements met with respect to
the assignment or transfer of the related Loan or applicable interest or participation in such
Loan. The Custodian shall be entitled to assume the genuineness, sufficiency and completeness of
any Financing Documents received, and the genuineness and due authority of any signature appearing
on such documents. Notwithstanding any term of this Agreement to the contrary, with respect to any
Loans, (i) the Custodian shall be under no obligation to determine, and shall have no liability
for, the sufficiency of, or to require delivery of, any instrument, document or agreement
constituting, evidencing or representing such Loan, other than to receive such Financing Documents,
if any, as may be delivered or caused to be delivered to it by the Fund (or its investment manager
acting on its behalf), (ii) without limiting the generality of the foregoing, delivery of any such
Loan (including without limitation, for purposes of Section 2.6 above) may be made to the Custodian
by, and may be represented solely by, delivery to the Custodian of a facsimile or photocopy of an
assignment agreement (an “Assignment Agreement”) or a confirmation or certification from the Fund
(or the investment manager) to the effect that it has acquired such Loan and/or has received or
will receive, and will deliver to the Custodian, appropriate Financing Documents constituting,
evidencing or representing such Loan (such confirmation or certification, together with any
Assignment Agreement, collectively, an “Assignment Agreement or Confirmation”), in any case without
delivery of any promissory note, participation certificate or similar instrument (collectively, an
“Instrument”), (iii) if an original Instrument shall be or shall become available with respect to
any such Loan, it shall be the sole responsibility of the Fund (or the investment manager acting on
its behalf) to make or cause delivery thereof to the Custodian, and the Custodian shall be under no
obligation at any time or times to determine whether any such original Instrument has been issued
or made available with respect to such Loan, and shall not be under any obligation to compel
compliance by the Fund to make or cause delivery of such Instrument to the Custodian, and (iv) any
reference to Financing Documents appearing in this Section 5 shall be deemed to include, without
limitation, any such Instrument and/or Assignment Agreement or Confirmation.
If payments with respect to a Loan (“Loan Payment”) are not received by the Custodian on the date
on which they are due, as reflected in the Payment Schedule (as such term is defined in Section 5.4
below) of the Loan (“Payment Date”), or in the case of interest payments, not received either on a
scheduled interest payable date, as reported to the Custodian by the Fund (or the investment
manager acting on its behalf) for the Loan (the “Interest Payable Date”), or in the amount of their
accrued interest payable, the Custodian shall promptly, but in no event later than one business day
after the Payment Date or the Interest Payable Date, give telephonic notice to the party obligated
under the Financing Documents to make such Loan Payment (the “Obligor”) of its failure to make
timely payment, and (2) if such payment is not received within three business days of its due date,
shall notify the Fund (or the investment manager on its behalf) of such Obligor’s failure to make
the Loan Payment. The Custodian shall have no responsibility with respect to the collection of
Loan Payments which are past due, other than the duty to notify the Obligor and the Fund (or the
investment manager acting on its behalf) as provided herein.
The Custodian shall have no responsibilities or duties whatsoever under this Agreement, with
respect to Loans or the Financing Documents, except for such responsibilities as are expressly set
forth herein. Without limiting the generality of the foregoing, the Custodian shall have no
obligation to preserve any rights against prior parties or to exercise any right or perform any
obligation in connection with the Loans or any Financing Documents (including, without limitation,
no obligation to take any action in respect of or upon receipt of any consent solicitation, notice
of default or similar notice received from any bank agent or Obligor, except that the Custodian
shall undertake reasonable efforts to forward any such notice to the Fund or the investment manager
acting on its behalf). In case any question arises as to its duties hereunder, the Custodian may
request instructions from the Fund and shall be entitled at all times to refrain from taking any
action unless it has received Proper Instructions from the Fund or the investment manager and the
Custodian shall in all events have no liability, risk or cost for any action taken, with respect to
a Loan, pursuant to and in compliance with the Proper Instructions of such parties.
The Custodian shall be only responsible and accountable for Loan Payments actually received by it
and identified as for the account of the Fund; any and all credits and payments credited to the
Fund, with respect to Loans, shall be conditional upon clearance and actual receipt by the
Custodian of final payment thereon.
The Custodian shall promptly, upon the Fund’s request, release to the Fund’s investment manager or
to any party as the Fund or the Fund’s investment manager may specify, any Financing Documents
being held on behalf of the Fund. Without limiting the foregoing, the Custodian shall not be
deemed to have or be charged with knowledge of the sale of any Loan, unless and except to the
extent it shall have received written notice and instruction from the Fund (or the investment
manager acting on its behalf) with respect thereto, and except to the extent it shall have received
the sale proceeds thereof.
In no event shall the Custodian be under any obligation or liability to make any advance of its own
funds with respect to any Loan.
Section 5.4 Responsibility of the Fund. With respect to each Loan
held by the Custodian hereunder in accordance with the provisions hereof, the Fund shall (a) cause
the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with
such
Financing Documents an amortization schedule of payments (the “Payment Schedule”) identifying the
amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related
payment amount information, and such other information with respect to the related Loan and
Financing Documents as the Custodian reasonably may require in order to perform its services
hereunder (collectively, “Loan Information”), in such form and format as the Custodian reasonably
may require; (c) take, or cause the investment manager to take, all actions necessary to acquire
good title to such Loan (or the participation in such Loan, as the case may be), as and to the
extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment
purposes under the Financing Documents or otherwise provide for the direct payment of the Payments
to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it
by the Fund (or the investment manager acting on its behalf) without any obligation on the part of
the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the
accuracy or completeness thereof; and the Custodian shall have no liability for any delay or
failure on the part of the Fund in providing necessary Loan Information to the Custodian, or for
any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian
shall be entitled to rely on any information and notices it may receive from time to time from the
related bank agent, Obligor or similar party with respect to the related Loan, and shall be
entitled to update its records on the basis of such information or notices received, without any
obligation on its part independently to verify, investigate or recalculate such information.
Section 5.5 Instructions; Authority to Act. The certificate of
the Secretary or an Assistant Secretary of the Fund’s Board of Directors, identifying certain
individuals to be officers of the Fund or employees of the Fund’s investment manager authorized to
sign any such instructions, may be received and accepted as conclusive evidence of the incumbency
and authority of such to act and may be considered by the Custodian to be in full force and effect
until it receives written notice to the contrary from the Secretary or Assistant Secretary of the
Fund’s Board. Notwithstanding any other provision of this Agreement, the Custodian shall have no
responsibility to ensure that any investment by the Fund with respect to Loans has been authorized.
Section 5.6 Attachment. In case any portion of the Loans or the
Financing Documents shall be attached or levied upon pursuant to an order of court, or the delivery
or disbursement thereof shall be stayed or enjoined by an order of court, or any other order,
judgment or decrees shall be made or entered by any court affecting the property of the Fund or any
act of the Custodian relating thereto, the Custodian is hereby expressly authorized in its sole
discretion to obey and comply with all orders, judgments or decrees so entered or issued, without
the necessity of inquire whether such court had jurisdiction, and, in case the Custodian obeys or
complied with any such order, judgment or decree, it shall not be liable to anyone by reason of
such compliance.
Section 6. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian 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 the applicable Fund. The Custodian will provide timely
notification to such Fund 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, the Custodian 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, the Custodian 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, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time between the Fund and the
Custodian.
Section 7. Proper Instructions
Proper Instructions, which may also be standing instructions, as used throughout this Agreement,
shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or
a person or entity duly authorized by either of them. Such instructions may be in writing signed
by the authorized person or persons 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 the Custodian and the person or entity giving such instructions, provided that the Fund has
followed any security procedures agreed to from time to time by the Fund and the Custodian,
including, but not limited to, the security procedures selected by the Fund in the Funds Transfer
Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all oral instructions
to be confirmed in writing. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any multi-party agreement which requires a
segregated asset account in accordance with Section 2.9 of this Agreement. The Fund or the Fund’s
investment manager shall cause its duly authorized officer to certify to the Custodian in writing
the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian
shall be entitled to rely upon the identity and authority of such persons until it receives notice
from the Fund to the contrary.
Section 8. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the applicable Fund on behalf
of each applicable Portfolio:
1) | make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; | ||
2) | surrender securities in temporary form for securities in definitive form; | ||
3) | endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
4) | in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board. |
Section 9. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a
resolution of the Board, certified by the Secretary or an Assistant Secretary of the Fund
(“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 the Custodian of written notice to the contrary.
Section 10. | Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income |
The Custodian shall cooperate with and supply necessary information to the entity or entities
appointed by the Board to keep the books of account of each Portfolio and/or compute the net asset
value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf
of the Portfolio, shall itself keep such books of account and/or compute such net asset value per
Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as
described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall
advise the Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per Share and the daily income of each
Portfolio shall be made at the time or times described from time to time in the Prospectus.
The Custodian shall, upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, prepare and furnish to such Fund total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations.
The Custodian shall, upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, prepare and furnish to such Fund total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations.
Section 11. Records
The Custodian shall create and maintain all records relating to its activities and obligations
under
this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records
shall be the property of the Fund and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with
a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund
and the Custodian, include certificate numbers in such tabulations.
Section 12. Opinion of Fund’s Independent Accountant
The Custodian shall take all reasonable action, as the applicable Fund, on behalf of each
applicable Portfolio, may from time to time request, to obtain from year to year favorable opinions
from the Fund’s independent accountants with respect to its activities hereunder in connection with
the preparation of the Fund’s Form N-1A, Form N2, and Form N-SAR or other annual reports to the SEC
and with respect to any other requirements thereof.
Section 13. Reports to Fund by Independent Public Accountants
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios, at such times
as the Fund 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 a
U.S. Securities System or a Foreign Securities System, relating to the services provided by the
Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund 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 14. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services and expenses as
Custodian, as agreed upon from time to time between each Fund on behalf of each applicable
Portfolio and the Custodian.
Section 15. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not
be responsible for the title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be
held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall
be kept indemnified by and shall be without liability to any Fund for any action taken or omitted
by it in good faith without negligence, including, without limitation, acting in accordance with
any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who
may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or
Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is
part of Country Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or
terrorism.
Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or
willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any
Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or
circumstances beyond the reasonable control of the Custodian 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;
(ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their
instructions to the Custodian provided such instructions have been in accordance with this
Agreement; (iii) the insolvency of or acts or omissions by a securities system (including both U.S.
Securities Systems and Foreign Securities Systems); (iv) any delay or failure of any broker, agent
or intermediary, central bank or other commercially prevalent payment or clearing system to deliver
to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made
in connection with securities sold; (v) any delay or failure of any company, corporation, or other
body in charge of registering or transferring securities in the name of the Custodian, the Fund,
the Custodian’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; (vi) delays or inability to perform its duties due to any
disorder in market infrastructure with respect to any particular security or Securities System; and
(vii) 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.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in
Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this
Agreement.
If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in the opinion of the
Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being
liable for the payment of money or incurring liability of some other form, such Fund on behalf of
the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide
indemnity to the Custodian in an amount and form satisfactory to it.
If a Fund requires the Custodian, 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 the Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from 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 the Fund fail to repay
the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of
such Portfolio’s assets to the extent necessary to obtain reimbursement.
In no event shall the Custodian be liable for indirect, special or consequential damages.
Section 16. Effective Period, Termination and Amendment
This Agreement shall become effective for any particular Fund on the date indicated on Appendix A,
shall continue in full force and effect until terminated as hereinafter provided, may be amended at
any time by mutual agreement of the parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the other party, such termination to
take effect not sooner than sixty (60) days after the date of such delivery or mailing;
provided, however, that no Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision of such Fund’s
Declaration of Trust, Articles of Incorporation or other governing documents, as applicable, and
further provided, that each Fund may at any time by action of its Board (i) substitute another bank
or trust company for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a conservator or receiver
for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement with respect to any particular Portfolio, the Fund on behalf of
each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date
of such termination and shall likewise reimburse the Custodian for its costs, expenses and
disbursements.
Section 17. Successor Custodian
If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable
Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of
the Custodian, 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.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon
receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such resolution.
In the event that no written order designating a successor custodian or Certified Resolution shall
have been delivered to the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust company, which 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 the Custodian hereunder and all instruments held by the Custodian relative
thereto and all other property held by it under this Agreement 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 the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian
after the date of termination hereof with respect to any Portfolio owing to the failure of the
applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and the provisions of
this Agreement relating to the duties and obligations of the Custodian shall remain in full force
and effect.
Section 18. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and each Fund on behalf of the
Portfolios may from time to time agree on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. 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
Fund’s Declaration of Trust, Articles of Incorporation or other governing documents, as applicable.
No interpretive or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
Section 19. Additional Funds
In the event that any entity in addition to those Funds listed on Appendix A attached hereto
desires to have the Custodian render services as custodian under the terms hereof and if the
Custodian wishes to provide such services, then the parties will execute a revised Exhibit A. Upon
execution thereof, such entity shall become a Fund hereunder and be bound by all terms, conditions
and provisions hereof.
Section 20. Additional Portfolios
In the event that any Fund establishes one or more series of Shares in addition to the Portfolios
listed on Appendix A attached hereto with respect to which it desires to have the Custodian render
services as custodian under the terms hereof and if the Custodian wishes to provide such services,
then the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall
become a Portfolio hereunder.
Section 21. 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.
Section 22. Prior Agreements
This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each
Fund on behalf of each of the Portfolios and the Custodian relating to the custody of each
Portfolio’s assets.
Section 23. Notices.
Any notice, instruction or other instrument required to be given hereunder may be delivered in
person to the offices of the parties as set forth herein during normal business hours or delivered
prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or
such other addresses as may be notified by any party from time to time.
To any Fund: |
Nuveen | |
000 Xxxx Xxxxxx Xxxxx | ||
Xxxxxxx, Xxxxxxxx 00000 | ||
Attention: Xxxxxxx Xxx, Vice President | ||
Telephone: (000) 000-0000 | ||
Facsimile: (000) 000-0000 |
To the Custodian: |
State Street Bank and Trust Company | |
Xxx Xxxxxxx Xxxxxx XX0/0 | ||
Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
Attention: Xxxxx X. Xxxxxxx, Xx. | ||
Telephone: 000-000-0000 | ||
Facsimile: 000- 000-0000 |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a
registered letter at the expiration of five business days after posting, in the case of cable
twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if
delivered outside normal business hours it shall be deemed to have been received at the next time
after delivery when normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof. Evidence that the notice was properly addressed,
stamped and put into the post shall be conclusive evidence of posting.
Section 24. 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 25. Remote Access Services Addendum
The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum
attached hereto.
Section 26. 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, the Custodian needs the Fund to
indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share
position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian
“no”, the Custodian will not provide this information to requesting companies. If the Fund tells
the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the
rule to treat the Fund as consenting to disclosure of this information for all securities owned by
the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule
prohibits the requesting company from using the Fund’s name and address
for any purpose other than corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.
YES o |
The Custodian is authorized to release the Fund’s name, address, and share positions. | |
NO þ |
The Custodian is not authorized to release the Fund’s name, address, and share positions. |
Section 27. Limitation of Liability
To the extent that a Fund’s Declaration of Trust is on file with the Secretary of The Commonwealth
of Massachusetts, this Agreement is executed on behalf of such Fund by the Fund’s officers as
officers and not individually. The obligations imposed upon the applicable Fund by this Agreement
are not binding upon any of such Fund’s Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its
name and behalf by its duly authorized representative and its seal to be hereunder affixed
effective as of _February 25_, 2005.
Each of the Nuveen Funds listed on | Fund signature attested to By: | |||||||||
Appendix A: | ||||||||||
By: |
/s/ Xxxxxxx Xxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||
Name: |
Name: | |||||||||
Title: |
Vice President | Title: | Secretary | |||||||
State Street Bank and Trust Company | Signature attested to By: | |||||||||
By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
By: Name: |
/s/ Xxxx X. Xxxx
|
|||||||
Title: |
Executive Vice President | Title: | Counsel |
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Nuveen Arizona Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund 2
Nuveen Arizona Dividend Advantage Municipal Fund 3
Nuveen Arizona Premium Income Municipal Fund, Inc.
Nuveen California Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Municipal Market Opportunity Fund, Inc.
Nuveen California Municipal Value Fund 2
Nuveen California Municipal Value Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen California Premium Income Municipal Fund
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Select Tax-Free Income Portfolio
Nuveen Connecticut Dividend Advantage Municipal Fund
Nuveen Connecticut Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Core Equity Alpha Fund
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Equity Premium Advantage Fund
Nuveen Equity Premium and Growth Fund
Nuveen Equity Premium Income Fund
Nuveen Equity Premium Opportunity Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Florida Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Georgia Premium Income Municipal Fund
Nuveen Global Government Enhanced Income Fund
Nuveen Global Value Opportunities Fund
Nuveen Insured California Dividend Advantage Municipal Fund
Nuveen Insured California Premium Income Municipal Fund 2, Inc.
Nuveen Insured California Premium Income Municipal Fund, Inc.
Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Insured Florida Tax-Free Advantage Municipal Fund
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen Insured New York Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund 2
Nuveen Arizona Dividend Advantage Municipal Fund 3
Nuveen Arizona Premium Income Municipal Fund, Inc.
Nuveen California Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Municipal Market Opportunity Fund, Inc.
Nuveen California Municipal Value Fund 2
Nuveen California Municipal Value Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen California Premium Income Municipal Fund
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Select Tax-Free Income Portfolio
Nuveen Connecticut Dividend Advantage Municipal Fund
Nuveen Connecticut Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Core Equity Alpha Fund
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Equity Premium Advantage Fund
Nuveen Equity Premium and Growth Fund
Nuveen Equity Premium Income Fund
Nuveen Equity Premium Opportunity Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Florida Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Georgia Premium Income Municipal Fund
Nuveen Global Government Enhanced Income Fund
Nuveen Global Value Opportunities Fund
Nuveen Insured California Dividend Advantage Municipal Fund
Nuveen Insured California Premium Income Municipal Fund 2, Inc.
Nuveen Insured California Premium Income Municipal Fund, Inc.
Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Insured Florida Tax-Free Advantage Municipal Fund
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen Insured New York Dividend Advantage Municipal Fund
-1-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
Nuveen Insured New York Premium Income Municipal Fund, Inc.
Nuveen Insured New York Tax-Free Advantage Municipal Fund
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Maryland Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund 2
Nuveen Maryland Dividend Advantage Municipal Fund 3
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Dividend Advantage Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Michigan Dividend Advantage Municipal Fund
Nuveen Michigan Premium Income Municipal Fund, Inc.
Nuveen Michigan Quality Income Municipal Fund, Inc.
Nuveen Missouri Premium Income Municipal Fund
Nuveen Multi-Currency Short-Term Government Income Fund
Nuveen Multi-Strategy Income and Growth Fund (f/k/a Nuveen Preferred and Convertible Income Fund)
Nuveen Multi-Strategy Income and Growth Fund 2 (f/k/a Nuveen Preferred and Convertible Income Fund 2)
Nuveen Municipal Advantage Fund, Inc.
Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal High Income Opportunity Fund 2
Nuveen Municipal Income Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc.
Nuveen Municipal Value Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New Jersey Dividend Advantage Municipal Fund 2
Nuveen New Jersey Investment Quality Municipal Fund, Inc.
Nuveen New Jersey Municipal Value Fund
Nuveen New Jersey Premium Income Municipal Fund, Inc.
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Municipal Value Fund 2
Nuveen New York Municipal Value Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen New York Select Tax-Free Income Portfolio
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 3
Nuveen North Carolina Premium Income Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund 3
Nuveen Ohio Quality Income Municipal Fund, Inc.
Nuveen Pennsylvania Dividend Advantage Municipal Fund
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Nuveen Insured New York Tax-Free Advantage Municipal Fund
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Maryland Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund 2
Nuveen Maryland Dividend Advantage Municipal Fund 3
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Dividend Advantage Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Michigan Dividend Advantage Municipal Fund
Nuveen Michigan Premium Income Municipal Fund, Inc.
Nuveen Michigan Quality Income Municipal Fund, Inc.
Nuveen Missouri Premium Income Municipal Fund
Nuveen Multi-Currency Short-Term Government Income Fund
Nuveen Multi-Strategy Income and Growth Fund (f/k/a Nuveen Preferred and Convertible Income Fund)
Nuveen Multi-Strategy Income and Growth Fund 2 (f/k/a Nuveen Preferred and Convertible Income Fund 2)
Nuveen Municipal Advantage Fund, Inc.
Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal High Income Opportunity Fund 2
Nuveen Municipal Income Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc.
Nuveen Municipal Value Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New Jersey Dividend Advantage Municipal Fund 2
Nuveen New Jersey Investment Quality Municipal Fund, Inc.
Nuveen New Jersey Municipal Value Fund
Nuveen New Jersey Premium Income Municipal Fund, Inc.
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Municipal Value Fund 2
Nuveen New York Municipal Value Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen New York Select Tax-Free Income Portfolio
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 3
Nuveen North Carolina Premium Income Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund 3
Nuveen Ohio Quality Income Municipal Fund, Inc.
Nuveen Pennsylvania Dividend Advantage Municipal Fund
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
-2-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Pennsylvania Municipal Value Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Premier Insured Municipal Income Fund, Inc.
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3
Nuveen Real Estate Income Fund
Nuveen Select Maturities Municipal Fund
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Select Tax-Free Income Portfolio
Nuveen Select Tax-Free Income Portfolio 2
Nuveen Select Tax-Free Income Portfolio 3
Nuveen Senior Income Fund
Nuveen Tax-Advantaged Dividend Growth Fund
Nuveen Tax-Advantaged Floating Rate Fund
Nuveen Tax-Advantaged Total Return Strategy Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund 2
Nuveen Virginia Premium Income Municipal Fund
Nuveen Pennsylvania Municipal Value Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Premier Insured Municipal Income Fund, Inc.
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3
Nuveen Real Estate Income Fund
Nuveen Select Maturities Municipal Fund
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Select Tax-Free Income Portfolio
Nuveen Select Tax-Free Income Portfolio 2
Nuveen Select Tax-Free Income Portfolio 3
Nuveen Senior Income Fund
Nuveen Tax-Advantaged Dividend Growth Fund
Nuveen Tax-Advantaged Floating Rate Fund
Nuveen Tax-Advantaged Total Return Strategy Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund 2
Nuveen Virginia Premium Income Municipal Fund
-3-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES
NUVEEN MUNICIPAL TRUST, on behalf of:
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
NUVEEN MULTISTATE TRUST I, on behalf of:
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Florida Preference Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Florida Preference Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II, on behalf of:
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
NUVEEN MULTISTATE TRUST III, on behalf of:
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
NUVEEN MULTISTATE TRUST IV, on behalf of:
Nuveen Kansas Municipal Bond Fund
Nuveen Kentucky Municipal Bond Fund
Nuveen Michigan Municipal Bond Fund
Nuveen Missouri Municipal Bond Fund
Nuveen Ohio Municipal Bond Fund
Nuveen Wisconsin Municipal Bond Fund
Nuveen Kansas Municipal Bond Fund
Nuveen Kentucky Municipal Bond Fund
Nuveen Michigan Municipal Bond Fund
Nuveen Missouri Municipal Bond Fund
Nuveen Ohio Municipal Bond Fund
Nuveen Wisconsin Municipal Bond Fund
-4-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
NUVEEN INVESTMENT TRUST, on behalf of:
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen Moderate Allocation Fund
Nuveen Conservative Allocation Fund
Nuveen Enhanced Core Equity Fund
Nuveen Enhanced Mid-Cap Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen Growth Allocation Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen U.S. Equity Completeness Fund
Nuveen Enhanced Core Equity Plus Fund
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen Moderate Allocation Fund
Nuveen Conservative Allocation Fund
Nuveen Enhanced Core Equity Fund
Nuveen Enhanced Mid-Cap Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen Growth Allocation Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen U.S. Equity Completeness Fund
Nuveen Enhanced Core Equity Plus Fund
NUVEEN INVESTMENT TRUST II, on behalf of:
Nuveen Xxxxxxxxxxx Growth Fund
Nuveen Xxxxxxxxxxx Mid-Cap Growth Fund
Nuveen Xxxxxxxxxxx Strategic Growth Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Plus Fund
Nuveen Tradewinds Japan Fund
Nuveen Santa Xxxxxxx Growth Fund
Nuveen Santa Xxxxxxx Growth Opportunities Fund
Nuveen Santa Xxxxxxx Dividend Growth Fund
Nuveen Santa Xxxxxxx Growth Plus Fund
Nuveen Santa Xxxxxxx EcoLogic Equity Fund
Nuveen Symphony All-Cap Core Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small-Mid Cap Core Fund
Nuveen Symphony Large-Cap Value Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony International Equity Fund
Nuveen Xxxxxxxxxxx Growth Fund
Nuveen Xxxxxxxxxxx Mid-Cap Growth Fund
Nuveen Xxxxxxxxxxx Strategic Growth Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Plus Fund
Nuveen Tradewinds Japan Fund
Nuveen Santa Xxxxxxx Growth Fund
Nuveen Santa Xxxxxxx Growth Opportunities Fund
Nuveen Santa Xxxxxxx Dividend Growth Fund
Nuveen Santa Xxxxxxx Growth Plus Fund
Nuveen Santa Xxxxxxx EcoLogic Equity Fund
Nuveen Symphony All-Cap Core Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small-Mid Cap Core Fund
Nuveen Symphony Large-Cap Value Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony International Equity Fund
NUVEEN INVESTMENT TRUST III, on behalf of:
Nuveen Multi-Strategy Income Fund (f/k/a Nuveen Core Bond Fund)
Nuveen High Yield Bond Fund
Nuveen Short Duration Bond Fund
Nuveen Multi-Strategy Income Fund (f/k/a Nuveen Core Bond Fund)
Nuveen High Yield Bond Fund
Nuveen Short Duration Bond Fund
NUVEEN INVESTMENT TRUST V, on behalf of:
Nuveen Preferred Securities Fund
-5-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST, on behalf of
Municipal Total Return Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
International Income Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
International Income Managed Accounts Portfolio
-6-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of March 16, 2009
Dated as of March 16, 2009
Acknowledged and Accepted: | ||||||
For the Above Fund Parties | ||||||
By: | /s/ Xxxxxxx Xxx | |||||
Name: | Xxxxxxx Xxx | |||||
Title: | Vice President | |||||
Acknowledged: | ||||||
STATE STREET BANK AND | ||||||
TRUST COMPANY, as Custodian | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxxxxx | |||||
Title: | Vice Chairman |