Exhibit j
MASTER CUSTODIAN AGREEMENT
--------------------------
This Agreement is made as of June 29, 2001 by and among each management
investment company identified on Appendix A hereto (each such management
investment company and each management investment company made subject to this
Agreement in accordance with Section 17.5 below, shall hereinafter be referred
to as (the "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts
trust company (the "Custodian"),
WITNESSETH:
WHEREAS, each Fund may or may not be authorized to issue shares of
common stock or shares of beneficial interest in separate series ("Shares"),
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, each Fund so authorized intends that this Agreement be
applicable to each of its series set forth on Appendix A hereto (such series
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Section 17.6 below, shall
hereinafter be referred to as the "Portfolio(s)").
WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and all references hereinafter to one or more "Portfolio(s)"
shall be deemed to refer to such Fund(s); and
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 a custodian of assets of the
Portfolios, 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"). The Custodian shall not be responsible for any property
of a Portfolio which is not received by it or which is delivered out in
accordance with Proper Instructions (as such term is defined in Section 7
hereof) including, without limitation, Portfolio property (i) held by brokers,
private bankers or other entities on behalf of the Portfolio (each a "Local
Agent"), (ii) held by Special Sub-Custodians (as such term is defined in Section
5 hereof), (iii) held by entities which have advanced monies to or on behalf of
the Portfolio and which have received Portfolio property as security for such
advance(s) (each a "Pledgee"), or (iv) delivered or otherwise removed from the
custody of the Custodian (a) in connection with any Free Trade (as such term is
hereinafter defined) or (b) pursuant to Special Instructions (as such term is
defined in Section 7 hereof). With respect to uncertificated shares (the
"Underlying Shares") of registered "investment companies" (as defined in Section
3(a)(1) of the Investment
Company Act of 1940, as amended (the "1940 Act")), whether in the same "group of
investment companies" (as defined in Section 12(d)(1)(G)(ii) of the 0000 Xxx) or
otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act
(hereinafter sometimes referred to as the "Underlying Portfolios") the holding
of confirmation statements that identify the shares as being recorded in the
Custodian's name on behalf of the Portfolios will be deemed custody for purposes
hereof.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the
applicable Portfolio(s) 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 Trustees or the Board of Directors of the Fund (as appropriate, and
in each case, the "Board") on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less responsibility or
liability to any Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may employ as sub-custodian for each Fund's foreign securities on
behalf of the applicable Portfolio(s) the foreign banking institutions and
foreign securities depositories designated in Schedules A and B hereto, but only
in accordance with the applicable provisions of Sections 3 and 4 hereof.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO
---------------------------------------------------------------------
BE HELD 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 (a) 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") and (b) Underlying Shares owned by each Fund which are
maintained pursuant to Section 2.10 hereof in an account with State Street Bank
and Trust Company or such other entity which may from time to time act as a
transfer agent for the Underlying Portfolios and with respect to which the
Custodian is provided with Proper Instructions (the "Underlying Transfer
Agent").
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and
----------------------
deliver domestic securities owned by a Portfolio held by the Custodian, in a
U.S. Securities System account of the Custodian or in an account at the
Underlying Transfer Agent, 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.
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.8 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to 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 2.7 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 (a) against receipt of collateral as agreed from time to
time by the Fund on behalf of the Portfolio, 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
3.
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 or (b) to the lending agent,
or the lending agent's custodian, in accordance with written Proper
Instructions (which may not provide for the receipt by the Custodian
of collateral therefor) agreed upon from time to time by the Custodian
and the Fund;
11) 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 such Portfolio;
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the 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. (the "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
Fund on behalf of a Portfolio;
13) For delivery in accordance with the provisions of any agreement among
a Fund on behalf of the 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 (the "CFTC") and/or any contract market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Fund on behalf of a Portfolio;
14) Upon the sale or other delivery of such investments (including,
without limitation, to one or more (a) Special Sub-Custodians or (b)
additional custodians appointed by a Fund, and communicated to the
Custodian from time to time via a writing duly executed by an
authorized officer of such Fund, for the purpose of engaging in
repurchase agreement transaction(s), each a "Repo Custodian"), and
prior to receipt of payment therefor, as set forth in written Proper
Instructions (such delivery in advance of payment, along with payment
in advance of delivery made in accordance with Section 2.6(7), as
applicable, shall each be referred to herein as a "Free Trade"),
provided that such Proper Instructions shall set forth (a) the
securities of the Portfolio to be delivered and (b) the person(s) to
whom delivery of such securities shall be made;
15) Upon receipt of instructions from the Fund's transfer agent (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
4.
Fund related to the Portfolio (the "Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption;
16) In the case of a sale processed through the Underlying Transfer Agent
or Underlying Shares, in accordance with Section 2.10 hereof; and
17) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio specifying (a) the
securities of the Portfolio to be delivered and (b) the person(s) 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 a Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be assigned exclusively to
the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered management investment
companies having the same investment adviser 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, a 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 1940 Act. Funds
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 funds to be deposited with each such bank or trust company shall on
behalf of each applicable Portfolio be approved by vote of a majority of the
Board. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property
--------------------
released and delivered pursuant to Section 2.2(14) or purchased pursuant to
Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian
shall collect on a timely basis all income
5.
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 applicable 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 a purchase of Underlying Shares, in accordance with the conditions
set forth in Section 2.10 hereof; (d) in the case of repurchase
agreements entered into between the applicable 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 (e) 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;
6.
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
Fund's articles of incorporation or organization and by-laws or
agreement or declaration of trust, as applicable, and Prospectus
(collectively, "Governing Documents");
6) For payment of the amount of dividends received in respect of
securities sold short;
7) Upon the purchase of domestic investments including, without
limitation, repurchase agreement transactions involving delivery of
Portfolio monies to Repo Custodian(s), and prior to receipt of such
investments, as set forth in written Proper Instructions (such payment
in advance of delivery, along with delivery in advance of payment made
in accordance with Section 2.2(14), as applicable, shall each be
referred to herein as a "Free Trade"), provided that such Proper
Instructions shall also set forth (a) the amount of such payment and
(b) the person(s) to whom such payment is made; and
8) For any other purpose, but only upon receipt of Proper Instructions
from the Fund on behalf of the Portfolio specifying (a) the amount of
such payment and (b) the person(s) 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. The Underlying Transfer Agent shall not be deemed an agent or
subcustodian of the Custodian for purposes of this Section 2.7 or any other
provision of this Agreement.
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 subject to the following provisions:
7.
1) The Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are represented in an
account of the Custodian in the U.S. Securities System (the "U.S.
Securities System Account") which account shall not include any assets
of the Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;
3) The Custodian shall pay for securities purchased for the account of
the Portfolio upon (a) receipt of advice from the U.S. Securities
System that such securities have been transferred to the U.S.
Securities System Account and (b) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the
account of the Portfolio. The Custodian shall transfer securities sold
for the account of the Portfolio upon (i) receipt of advice from the
U.S. Securities System that payment for such securities has been
transferred to the U.S. Securities System Account and (ii) the making
of an entry on the records of the Custodian to reflect such transfer
and payment for the account of the Portfolio. Copies of all advices
from the U.S. Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Portfolio
in the form of a written advice or notice and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's
transactions in the U.S. Securities System for the account of the
Portfolio;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the U.S. Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the U.S. Securities System; and
5) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the Portfolio
for any loss or damage to the Portfolio resulting from use of the U.S.
Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any of its or
their employees or from failure of the Custodian or any such agent to
enforce effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be entitled
to be subrogated to the rights of the Custodian with respect to any
claim against the U.S. Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage if and
to the extent that the Portfolio has not been made whole for any such
loss or damage.
8.
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, (a) in accordance with the provisions of any agreement among the Fund on
behalf of the 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, (b) for purposes of segregating
cash or government securities in connection with options purchased, sold or
written by the Portfolio or commodity futures contracts or options thereon
purchased or sold by the Portfolio, (c) 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 (d)
for any other purpose in accordance with Proper Instructions.
9.
SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT.
---------------------------------------------------------
Underlying Shares shall be deposited and/or maintained in an account or accounts
maintained with the Underlying Transfer Agent. The Underlying Transfer Agent
shall be deemed to be acting as if it is a "securities depository" for purposes
of Rule 17f-4 under the 1940 Act. Each Fund hereby directs the Custodian to
deposit and/or maintain such securities with the Underlying Transfer Agent,
subject to the following provisions:
1) The Custodian shall keep Underlying Shares owned by a Portfolio with
the Underlying Transfer Agent provided that such securities are
maintained in an account or accounts on the books and records of the
Underlying Transfer Agent in the name of the Custodian as custodian
for the Portfolio.
2) The records of the Custodian with respect to Underlying Shares which
are maintained with the Underlying Transfer Agent shall identify by
book-entry those Underlying Shares belonging to each Portfolio;
3) The Custodian shall pay for Underlying Shares purchased for the
account of a Portfolio upon (a) receipt of advice from the Portfolio's
investment adviser that such Underlying Shares have been purchased and
will be transferred to the account of the Custodian, on behalf of the
Portfolio, on the books and records of the Underlying Transfer Agent
and (b) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Portfolio.
The Custodian shall receive confirmation from the Underlying Transfer
Agent of the purchase of such securities and the transfer of such
securities to the Custodian's account with the Underlying Transfer
Agent only after such payment is made. The Custodian shall transfer
Underlying Shares redeemed for the account of a Portfolio (i) upon
receipt of an advice from the Portfolio's investment adviser that such
securities have been redeemed and that payment for such securities
will be transferred to the Custodian and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment
for the account of the Portfolio. The Custodian will receive
confirmation from the Underlying Transfer Agent of the redemption of
such securities and payment therefor only after such securities are
redeemed. Copies of all advices from the Portfolio's investment
adviser of purchases and sales of Underlying Shares for the account of
the Portfolio shall identify the Portfolio, be maintained for the
Portfolio by the Custodian, and be provided to the Portfolio's
investment adviser at its request; and
4) The Custodian shall be not be liable to any Fund or any Portfolio for
any loss or damage to the Fund or any Portfolio resulting from
maintenance of Underlying Shares with Underlying Transfer Agent except
for losses resulting directly from the negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any of its or
their employees.
10.
SECTION 2.11 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 2.12 PROXIES. Except with respect to Portfolio property
-------
released and delivered pursuant to Section 2.2(14), or purchased pursuant to
Section 2.6(7), 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
Fund such proxies, all proxy soliciting materials and all notices relating to
such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except
-----------------------------------------------
with respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for
each Portfolio 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 Fund on behalf of 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 applicable Fund 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 a Fund desires to take
action with respect to any tender offer, exchange offer or any other similar
transaction, the Fund 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
-----------
capitalized terms set forth below shall have the indicated meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"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
11.
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.
------------------------------------------------------
Each 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 any 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 each Fund, on behalf of the applicable
Portfolio(s), of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by such
Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody
Manager with respect to that country and to have accepted such delegation.
Execution of this Agreement by each Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain
12.
Foreign Assets, in each country listed on Schedule A. 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 such Portfolio 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 with respect to such Portfolio 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.
13.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
--------------------------------------------------
purposes of this Section 3.2, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager
----------------------
shall report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another Eligible Foreign
Custodian by providing to the Board an amended Schedule A at the end of the
calendar quarter in which an amendment to such Schedule has occurred. The
Foreign Custody Manager shall make written reports notifying the Board of any
other material change in the foreign custody arrangements of the Portfolios
described in this Section 3.2 after the occurrence of the material change.
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 each Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its
Board has determined that it is reasonable for such 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. Each 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 adviser) with
an analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment adviser) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.
14.
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 TO BE HELD OUTSIDE THE UNITED STATES
-----------------------------------------------
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the
-----------
capitalized terms set forth below shall have the indicated meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES. 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 ASSETS. The Custodian or a Foreign
--------------------------
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:
(i) Upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against
15.
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 foreign securities prior to receiving
payment for such foreign 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 a
Fund on behalf of a Portfolio requiring a pledge of assets by
the Fund on behalf of such Portfolio;
(x) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) Upon the sale or other delivery of such foreign securities
(including, without limitation, to one or more Special
Sub-Custodians or Repo Custodians) as a Free
16.
Trade, provided that applicable Proper Instructions shall set
forth (A) the foreign securities to be delivered and (B) the
person(s) to whom delivery shall be made;
(xii) In connection with the lending of foreign securities; and
(xiii) For any other purpose, but only upon receipt of Proper
Instructions specifying (A) the foreign securities to be
delivered and (B) the person(s) to whom delivery of such
securities shall be made.
4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
---------------------------
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:
(i) Upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against 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) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) Upon the purchase of foreign investments including, without
limitation, repurchase agreement transactions involving delivery
of Portfolio monies to Repo Custodian(s), as a Free Trade,
provided that applicable Proper Instructions shall set forth (A)
the amount of such payment and (B) the person(s) to whom payment
shall be made;
17.
(vii) For payment of part or all of the dividends received in respect
of 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 (A) the amount of such payment and (B)
the person(s) 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 Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each 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 a 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 applicable 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 applicable Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of, cash on the
books of the Custodian, a bank account or bank accounts shall be opened and
maintained outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section shall be subject only to
draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian)
acting pursuant to the terms of this 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
18.
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 Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities
------------------
held pursuant to this Section 4, the Custodian shall 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. Each 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 such Fund to exercise shareholder rights.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The
---------------------------------------------
Custodian shall transmit promptly to the applicable 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 applicable 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 two (2) 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 a 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
19.
the Portfolios have 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 any 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 each Fund to notify the Custodian of the obligations imposed
on such 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 such 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 this 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. SPECIAL SUB-CUSTODIANS
----------------------
Upon receipt of Special Instructions (as such term is defined in Section 7
hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one
or more banks, trust companies or other entities designated in such Special
Instructions to act as a sub-custodian for the purposes of effecting such
transaction as may be designated by a Fund in Special Instructions. Each such
designated sub-custodian is referred to herein as a "Special Sub-Custodian."
Each such duly appointed Special Sub-Custodian shall be listed on Schedule D
hereto, as it may be amended from time to time by a Fund, with the
acknowledgment of the Custodian. In connection with the appointment of any
Special Sub-Custodian, and in accordance with Special Instructions, the
Custodian shall enter into a sub-custodian agreement with the Fund and the
Special Sub-Custodian in form and substance approved by such Fund, provided that
such agreement shall in all events comply with the provisions of the 1940 Act
and the rules and regulations thereunder and the terms and provisions of this
Agreement.
SECTION 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
----------------------------------------------------------
20.
The Custodian shall receive from the distributor of 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 a 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 such Fund and
the Custodian.
SECTION 7. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS
--------------------------------------------
"Proper Instructions," as such term is used throughout this Agreement, means a
writing signed or initialed by one or more person or persons as the applicable
Board shall have from time to time authorized. Each such writing shall set forth
the specific transaction or type of transaction involved. 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; each Fund shall cause all oral instructions to be
confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
applicable Fund and the Custodian agree to security procedures including, but
not limited to, the security procedures selected by such Fund via the form of
Funds Transfer Addendum hereto. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 2.9 hereof.
"Special Instructions," as such term is used throughout this Agreement, means
Proper Instructions countersigned or confirmed in writing by the Treasurer or
any Assistant Treasurer of the applicable Fund or any other person designated in
writing by the Treasurer of such Fund, which countersignature or confirmation
shall be (a) included on the same instrument containing the Proper Instructions
or on a separate instrument clearly relating thereto and (b) delivered by hand,
by facsimile transmission, or in such other manner as the Fund and the Custodian
agree in writing.
Concurrently with the execution of this Agreement, and from time to time
thereafter, as appropriate, each Fund shall deliver to the Custodian, duly
certified by such Fund's Treasurer or
21.
Assistant Treasurer, a certificate setting forth: (i) the names, titles,
signatures and scope of authority of all persons authorized to give Proper
Instructions or any other notice, request, direction, instruction, certificate
or instrument on behalf of the Fund and (ii) the names, titles and signatures of
those persons authorized to give Special Instructions. Such certificate may be
accepted and relied upon by the Custodian as conclusive evidence of the facts
set forth therein and shall be considered to be in full force and effect until
receipt by the Custodian of a similar certificate to the contrary.
SECTION 8. 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 certified by
the Secretary or an Assistant Secretary of any Fund 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 applicable 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 9. 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 applicable
Board.
SECTION 10. RECORDS
-------
22.
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of each 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 such Fund and employees and agents
of the SEC. The Custodian shall, at a 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. Each Fund acknowledges that, in creating and maintaining the
records as set forth herein with respect to Portfolio property released and
delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7)
hereof, the Custodian is authorized and instructed to rely upon information
provided to it by the Fund, the Fund's counterparty(ies), or the agents of
either of them.
Each Fund acknowledges and agrees that, with respect to investments maintained
with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole
source of information on the number of shares of a fund held by it on behalf of
a Portfolio and that the Custodian has the right to rely on holdings information
furnished by the Underlying Transfer Agent to the Custodian in performing its
duties under this Agreement, including without limitation, the duties set forth
in this Section 10; provided, however, that the Custodian shall be obligated to
reconcile information as to purchases and sales of Underlying Shares contained
in trade instructions and confirmations received by the Custodian and to report
promptly any discrepancies to the Underlying Transfer Agent.
SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
----------------------------------------
The Custodian shall take all reasonable action, as a Fund with respect to a
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 or Form
N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.
23.
SECTION 12. 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 such 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 13. 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 13A. CONTRACTUAL SETTLEMENT SERVICES
-------------------------------
SECTION 13A.1. In accordance with the terms set out in this Section
13A, the Custodian shall credit or debit the appropriate cash account of each
Fund on behalf of the applicable Portfolio in connection with the purchase of,
and proceeds of the sale, maturity, redemption, income, dividends, or other
disposition of, securities held for the time being on behalf of such Portfolio,
on a contractual settlement basis.
SECTION 13A.2. The services described below (the "Contractual
Settlement Services") shall be provided for such instruments and in such markets
as the Custodian may advise from time to time. All payments are made subject to
actual collection, and the Custodian shall not be liable to a Fund for any
amount that is not actually collected. The Custodian may terminate or suspend
any part of the provision of the Contractual Settlement Services under this
Agreement at its sole discretion immediately upon notice to the affected Fund or
Funds, particularly in the event of force majeure events affecting settlement,
any disorder in markets, or other changed external business circumstances.
Moreover, in the event that the Custodian determines not to provide contractual
settlement with respect to a particular transaction, the Custodian will promptly
notify the Fund of such determination. For the avoidance of doubt, delivery of
securities will be made upon actual receipt of such securities by the Custodian.
SECTION 13A.3. The consideration payable in connection with a purchase
transaction shall be debited from the appropriate cash account of the Fund on
behalf of the
24.
applicable Portfolio as of the time and date that monies would ordinarily be
required to settle such transaction in the applicable market. The Custodian
shall promptly re-credit such amount at the time that the Fund notifies the
Custodian by Proper Instruction that such transaction has been canceled.
SECTION 13A.4. With respect to the settlement of a sale, maturity, or
redemption, income, dividends or other disposition of securities, a provisional
credit of an amount equal to the net sale, maturity, redemption, income,
dividends or other disposition proceeds of the transaction (the "Settlement
Amount") shall be made to the account of the Fund on behalf of the applicable
Portfolio as if the Settlement Amount had been received as of the close of
business on the date that monies would ordinarily be available in good funds in
the applicable market. Such provisional credit will be made conditional upon the
Custodian having received Proper Instructions with respect to, or reasonable
notice of, the transaction, as applicable, and the Custodian or its agents
having possession of the asset(s) associated with the transaction in good
deliverable form and are not aware of any facts which would lead them to believe
that the transaction will not settle in the time period ordinarily applicable to
such transactions in the applicable market. Simultaneously with the making of
such provisional credit, the Fund agrees that, to the extent permitted by law,
the Custodian shall have, and hereby grants to the Custodian, to the extent
permitted by law, a security interest in any property at any time held for the
account of the Fund on behalf of the applicable Portfolio, to the full extent of
the credited amount. In this regard, the Fund hereby pledges, assigns and grants
to the Custodian a continuing security and a lien on any and all such property
under the Custodian's custody, in accordance with the terms of Section 14 of
this Agreement.
SECTION 13A.5. The Custodian shall have the right to reverse any
provisional credit given in accordance with the Contractual Settlement Services
at any time before actual receipt of the item associated with the subject
transaction when the Custodian believes that such transaction will not settle in
accordance with its terms or amounts due pursuant thereto will not be
collectable or where the Custodian has not been provided Proper Instructions
with respect thereto, as applicable, and the affected Fund shall be responsible
for any costs or liabilities resulting from such reversal. Upon such reversal,
(a) the Custodian shall promptly notify the affected Fund with respect thereto
and (b) a sum equal to the credited amount shall become immediately payable by
such Fund on behalf of the applicable Portfolio to the Custodian and may be
debited from any cash account held for benefit of the Fund on behalf of the
applicable Portfolio. The amount of any accrued dividends, interest and other
distributions with respect to assets associated with such transaction may be set
off against the credited amount.
SECTION 13A.6. In the event that the Custodian is unable to debit an
account of the Fund on behalf of the applicable Portfolio, and the Fund fails to
pay any amount due to the Custodian at the time such amount becomes payable in
accordance with this Agreement, (a) the Custodian may charge the Fund for costs
and expenses associated with providing the provisional credit, including without
limitation the cost of funds associated therewith and (b) to the extent
permitted by law, the Custodian shall have the discretion to sell, exchange,
convey, transfer or
25.
otherwise dispose of any property at any time held for the account of the Fund
on behalf of the applicable Portfolio to the full extent necessary for the
Custodian to make itself whole.
SECTION 14. 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
the 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 any Fund or
its duly authorized investment manager or investment adviser 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; (iv) any act or omission of a Special Sub-Custodian
including, without limitation, reliance on reports prepared by a Special
Sub-Custodian; (v) 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; (vi) any delay or
failure of any company, corporation, or other body in charge of registering or
transferring securities in the name of the Custodian, any 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; (vii) delays or
inability to perform its duties due to any disorder
26.
in market infrastructure with respect to any particular security or Securities
System; and (viii) any provision of (A) any present law, regulation or order not
governing the Custodian's provision of services hereunder or (B) any 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 such term is 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.
To secure the due and punctual payment of all liabilities of each Fund, on
behalf of the applicable Portfolio, to the Custodian, whether direct or
indirect, absolute or contingent, now existing or hereafter arising or incurred
(the "Liabilities"), each Fund, to the extent permitted by law, hereby grants to
the Custodian a security interest in (i) all of such Portfolio's respective
cash, deposit accounts, securities and other investment property, and other
assets, whether now existing or hereafter acquired or created, in the possession
or under the control of any of the Custodian or its agents, affiliates and
sub-custodians and (ii) any and all proceeds thereof (collectively, the
"Collateral"). The Liabilities include, without limitation, (a) the obligations
of each Fund, on behalf of the applicable Portfolio, to the Custodian in
relation to any advance of cash or securities for any purpose including in
connection with Contractual Settlement Services; (b) the obligations of each
Fund, on behalf of the applicable Portfolio, to the Custodian (in its capacity
as foreign exchange provider or otherwise) in relation to any spot or forward
foreign exchange contracts or any other foreign exchange contract or facility
entered into with such Fund; and (c) the obligations of each Fund, on behalf of
the applicable Portfolio, to reimburse the Custodian for any taxes, interest,
charges, expense, assessments, or other liabilities that may be assessed against
or imposed on the Custodian under or in connection with this Agreement for such
Portfolio except such Liabilities as may arise from the Custodian's own failure
to exercise reasonable care in the performance of its duties hereunder.
In the event that a Fund fails to satisfy any of its Liabilities as and when due
and payable, the Custodian shall have in respect of the Collateral, in addition
to all other rights and remedies arising hereunder or under applicable law, the
rights and remedies of a secured party under the Uniform Commercial Code of The
Commonwealth of Massachusetts. Without prejudice to the Custodian's rights under
applicable law, the Custodian shall be entitled, without notice to any Fund, to
withhold delivery of any Collateral, sell or otherwise realize any such
Collateral and to apply the money or other proceeds and any other monies
credited to the cash accounts in
27.
satisfaction of such Liabilities. Each Fund acknowledges that, in the Custodian
exercising any such rights or remedies against any of the Collateral, it will be
commercially reasonable for the Custodian (i) to accelerate or cause the
acceleration of the maturity of any fixed term deposits comprised in the
Collateral and/or (ii) to effect such currency conversions as may be necessary
at its current rates for the sale and purchase of the relevant currencies.
Except as may arise from the Custodian's own negligence or willful misconduct,
each Fund shall indemnify and hold the Custodian harmless from and against any
and all costs, expenses, losses, damages, charges, counsel fees, payments and
liabilities which may be asserted against the Custodian (a) acting in accordance
with any Proper Instruction or Special Instruction with respect to Free Trades
including, but not limited to, cost, expense, loss, damage, liability, tax,
charge, assessment or claim resulting from (i) the failure of the applicable
Fund to receive income with respect to purchased investments, (ii) the failure
of the applicable to recover amounts invested on maturity of purchased
investments, (iii) the failure of the Custodian to be aware of notices or other
corporate communications with respect to purchased investments, and to respond
thereto, or (iv) the Custodian's reliance upon information provided by the
applicable Fund, such Fund's counterparty(ies) or the agents of either of them
with respect to Fund property released, delivered or purchased pursuant to
either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or
omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any
Local Agent or Pledgee.
In no event shall the Custodian be liable for indirect, special or consequential
damages.
SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
-------------------------------------------
This Agreement shall become effective as of its execution, 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 amend or terminate this Agreement in contravention of any applicable
federal or state regulations, or any provision of such Fund's Governing
Documents, and further provided, that any Fund on behalf of one or more of the
Portfolios 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.
Termination of this Agreement with respect to any one particular Fund or
Portfolio shall in no way affect the rights and duties under this Agreement with
respect to any other Fund or Portfolio.
28.
Upon termination of the Agreement, the applicable 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 16. SUCCESSOR CUSTODIAN
-------------------
If a successor custodian for one or more Portfolios shall be appointed by the
applicable Board, the Custodian shall, upon termination and receipt of Proper
Instructions, 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 or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of Proper Instructions, 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 Proper Instructions designating a successor custodian or
alternative arrangements 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 on
behalf of each applicable Portfolio 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 or at the Underlying Transfer Agent. 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 owing to
failure of any Fund to provide Proper Instructions as aforesaid, 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 17. GENERAL
-------
29.
SECTION 17.1 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 17.2 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
such Fund's assets.
SECTION 17.3 ASSIGNMENT. This Agreement may not be assigned by (a) any
----------
Fund without the written consent of the Custodian or (b) by the Custodian
without the written consent of each applicable Fund.
SECTION 17.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with
--------------------------------------
the operation of this Agreement, the Custodian and each Fund on behalf of each
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 all
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 a Fund's Governing Documents. No interpretive or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
SECTION 17.5 ADDITIONAL FUNDS. In the event that any management
----------------
investment company in addition to those listed on Appendix A hereto desires to
have the Custodian render services as custodian under the terms hereof, it shall
so notify the Custodian in writing, and if the Custodian agrees in writing to
provide such services, such management investment company shall become a Fund
hereunder and be bound by all terms and conditions and provisions hereof
including, without limitation, the representations and warranties set forth in
Section 17.7 below.
SECTION 17.6 ADDITIONAL PORTFOLIOS. In the event that any Fund
---------------------
establishes one or more series of Shares in addition to those set forth on
Appendix A hereto with respect to which it desires to have the Custodian render
services as custodian under the terms hereof, it shall so notify the Custodian
in writing, and if the Custodian agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
SECTION 17.7 THE PARTIES. All references herein to the "Fund" are to
-----------
each of the management investment companies listed on Appendix A hereto, and
each management investment company made subject to this Agreement in accordance
with Section 17.5 above, individually, as if this Agreement were between such
individual Fund and the Custodian. In the case of a series corporation, trust or
other entity, all references herein to the "Portfolio" are to the individual
series or portfolio of such corporation, trust or other entity, or to such
corporation, trust or other entity on behalf of the individual series or
portfolio, as appropriate. Any reference in this Agreement to "the parties"
shall mean the Custodian and such other individual Fund as to
30.
which the matter pertains. Each Fund hereby represents and warrants that (a) it
is duly incorporated or organized and is validly existing in good standing in
its jurisdiction of incorporation or organization; (b) it has the requisite
power and authority under applicable law and its Governing Documents to enter
into and perform this Agreement; (c) all requisite proceedings have been taken
to authorize it to enter into and perform this Agreement; (d) this Agreement
constitutes its legal, valid, binding and enforceable agreement; and (e) its
entrance into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Fund or any law or
regulation applicable to it.
SECTION 17.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each
-------------------------------
Fund agree to be bound by the terms of the Remote Access Services Addendum
hereto.
SECTION 17.9 CONFIDENTIALITY. The Custodian agrees to treat
---------------
confidentially all non-public records and other information obtained by, or
provided to, it during the term of this Agreement and relating to the Funds and
the Portfolios, except where required to be disclosed by law or regulatory
authority or agency, or where the Custodian has determined that disclosure is
necessary for the protection of its interests, or where the Custodian has
received the prior written consent of the applicable Fund to disclose, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing, the
Custodian may aggregate Fund or Portfolio data with similar data of other
customers of the Custodian ("Aggregated Data") and may use Aggregated Data for
purposes of constructing statistical models so long as such Aggregated Data
represents such a sufficiently large sample that no Fund or Portfolio data can
be identified either directly or by inference or implication.
SECTION 17.10 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: [FUND NAME]
Xxxxx Xxxxxx Fund Management
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Senior Vice President
Telephone: 000-000-0000
Telecopy: 000-000-0000
With a copy to: Xxxxxxxxx X. Xxxxx, Esq., Secretary
[FUND NAME]
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
31.
Telecopy: 000-000-0000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
Xxxxxx Xxxxxx Building
One Heritage Drive, JPB3N
North Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxxxx, Vice President
Telephone: 000-000-0000
Telecopy: 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 17.11 COUNTERPARTS. This Agreement may be executed in several
------------
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same Agreement.
SECTION 17.12 SEVERABILITY. If any provision or provisions of this
------------
Agreement shall be held to be invalid, unlawful or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
SECTION 17.13 REPRODUCTION OF DOCUMENTS. This Agreement and all
-------------------------
schedules, addenda, exhibits, appendices, 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.
32.
SECTION 17.14 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 each Fund to indicate whether
it authorizes the Custodian to provide such Fund's name, address, and share
position to requesting companies whose securities the Fund owns. If a Fund tells
the Custodian "no," the Custodian will not provide this information to
requesting companies. If a 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 a 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 [ ] The Custodian is authorized to release the Fund's name, address, and
share positions.
NO [X] The Custodian is not authorized to release the Fund's name, address,
and share positions.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
33.
SIGNATURE PAGE
--------------
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 as of the date first above-written.
FUNDS' SIGNATURE ATTESTED TO BY: EACH MANAGEMENT INVESTMENT COMPANY SET
FORTH ON APPENDIX A HERETO
_________________________ By:_________________________________
Xxxxxxxxx X. Xxxxx, Secretary Xxxxx X. Xxxxxxx, Senior Vice President
SIGNATURE ATTESTED TO BY: STATE STREET BANK AND TRUST COMPANY
_____________________________ By:_________________________________
Xxxxxxxxx X. Poster, Vice President Xxxxxx X. Xxxxxx, Executive Vice President
34.
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
--------------------------
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF,
-------------------------------------------------------------------------------
IF ANY
------
*[NAME OF REGISTERED MANAGEMENT INVESTMENT COMPANY]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[NAME OF REGISTERED MANAGEMENT INVESTMENT COMPANY]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[NAME OF REGISTERED MANAGEMENT INVESTMENT COMPANY]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[NAME OF REGISTERED MANAGEMENT INVESTMENT COMPANY]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
*[Name of Portfolio]
SCHEDULE D
TO
MASTER CUSTODIAN AGREEMENT
--------------------------
SPECIAL SUB-CUSTODIANS
----------------------
None
2.
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
--------------------------
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF,
-------------------------------------------------------------------------------
IF ANY
------
Centurion Funds, Inc.
Centurion U.S. Equity Fund
Centurion International Equity Fund
Centurion U.S. Contra Fund
Centurion International Contra Fund
Consulting Group Capital Markets Funds
Balanced Investments
Emerging Markets
Equity Investments
Global Sciences and Technology Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
S&P 500 Index Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
Multi-Sector Fixed Income Investments
Multi-Strategy Market Neutral Investments
Greenwich Street California Municipal Fund Inc.
Greenwich Street Series Fund
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
3.
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Fundamental Value Portfolio
High Income Opportunity Fund Inc.
Intermediate Muni Fund, Inc.
The Italy Fund Inc.
Managed High Income Portfolio Inc.
Managed Municipals Portfolio II Inc.
Managed Municipals Portfolio Inc.
Municipal High Income Fund Inc.
Xxxxx Xxxxxx Adjustable Rate Government Income Fund
Xxxxx Xxxxxx Aggressive Growth Fund Inc.
Xxxxx Xxxxxx Appreciation Fund Inc.
Xxxxx Xxxxxx Arizona Municipals Fund Inc.
Xxxxx Xxxxxx California Municipals Fund Inc.
Xxxxx Xxxxxx Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Global Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Select Balanced Portfolio
4.
Select Growth Portfolio
Select High Growth Portfolio
Xxxxx Xxxxxx Equity Funds
Xxxxx Xxxxxx Social Awareness Fund
Xxxxx Xxxxxx Fundamental Value Fund Inc.
Xxxxx Xxxxxx Funds, Inc.
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Balanced Fund
Xxxxx Xxxxxx Convertible Fund
Xxxxx Xxxxxx Diversified Strategic Income Fund
Xxxxx Xxxxxx Exchange Reserve Fund
Xxxxx Xxxxxx High Income Fund
Xxxxx Xxxxxx Municipal High Income Fund
Xxxxx Xxxxxx Premium Total Return Fund
Xxxxx Xxxxxx Total Return Bond Fund
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc.
Cash Portfolio
Government Portfolio
Municipal Portfolio
Xxxxx Xxxxxx Investment Funds Inc.
Xxxxx Xxxxxx Peachtree Growth Fund
Xxxxx Xxxxxx Government Securities Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund
Xxxxx Xxxxxx Investment Grade Bond Fund
Xxxxx Xxxxxx Premier Selections All Cap Growth Fund
Xxxxx Xxxxxx Premier Selections Global Growth Fund
Xxxxx Xxxxxx Premier Selections Large Cap Fund
Xxxxx Xxxxxx Small Cap Value Fund
Xxxxx Xxxxxx Small Cap Growth Fund
Xxxxx Xxxxxx Group Spectrum Fund
5.
Xxxxx Xxxxxx Investment Series
Xxxxx Xxxxxx Large Cap Core Fund
Xxxxx Xxxxxx Growth and Income Fund
Xxxxx Xxxxxx International Aggressive Growth Fund
Select Government Portfolio
Xxxxx Xxxxxx Premier Selections All Cap Growth Portfolio
Xxxxx Xxxxxx Growth and Income Portfolio
Xxxxx Xxxxxx Large Cap Core Portfolio
Xxxxx Xxxxxx Investment Trust
Xxxxx Xxxxxx Intermediate Maturity California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth Fund
Xxxxx Xxxxxx S&P 500 Index Fund
Xxxxx Xxxxxx Mid Cap Core Fund
Xxxxx Xxxxxx Managed Governments Fund Inc.
Xxxxx Xxxxxx Managed Municipals Fund Inc.
Xxxxx Xxxxxx Massachusetts Municipals Fund
Xxxxx Xxxxxx Money Funds, Inc.
Cash Portfolio
Government Portfolio
Retirement Portfolio
Xxxxx Xxxxxx Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
Xxxxx Xxxxxx Municipal Money Market Fund, Inc.
6.
Xxxxx Xxxxxx New Jersey Municipals Fund Inc.
Xxxxx Xxxxxx Oregon Municipals Fund
Xxxxx Xxxxxx Principal Return Fund
Xxxxx Xxxxxx Security and Growth Fund
Xxxxx Xxxxxx Sector Series Inc.
Xxxxx Xxxxxx Financial Services Fund
Xxxxx Xxxxxx Health sciences Fund
Xxxxx Xxxxxx Technology Fund
Xxxxx Xxxxxx Global Biotechnology Fund
Xxxxx Xxxxxx Global Media and Telecommunications Fund
Xxxxx Xxxxxx Global Technology Fund
Xxxxx Xxxxxx Small Cap Core Fund, Inc.
Xxxxx Xxxxxx Telecommunications Trust
Xxxxx Xxxxxx Telecommunications Income Fund
Xxxxx Xxxxxx Variable Account Funds
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
Xxxxx Xxxxxx World Funds, Inc.
European Portfolio
Global Government Bond Portfolio
International All Cap Growth Portfolio
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio
Xxxxx Xxxxxx Aggressive Growth Portfolio
Xxxxx Xxxxxx Mid Cap Portfolio
Alliance Growth Portfolio
MFS Total Return Portfolio
Xxxxxx Diversified Income Portfolio
Salomon Brothers Global High Yield Portfolio
Xxxxx Xxxxxx High Income Portfolio
Xxxxx Xxxxxx International Equity Portfolio
7.
Xxxxx Xxxxxx Large Cap Value Portfolio
Xxxxx Xxxxxx Large Capitalization Growth Portfolio
Xxxxx Xxxxxx Money Market Portfolio
Travelers Managed Income Portfolio
Xxx Xxxxxx Enterprise Portfolio
Travelers Corporate Loan Fund Inc.
Zenix Income Fund Inc.
Salomon Brothers Series Funds Inc
Salomon Brothers Institutional Money Market Fund
Salomon Brothers Cash Management Fund
Salomon Brothers New York Municipal Money Market Fund
Salomon Brothers National Intermediate Municipal Fund
Salomon Brothers U.S. Government Income Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers International Equity Fund
Salomon Brothers Strategic Bond Fund
Salomon Brothers Large Cap Growth Fund
Salomon Brothers Balanced Fund
Salomon Brothers Asia Growth Fund
Salomon Brothers Small Cap Growth Fund
Salomon Brothers Capital Fund Inc
Salomon Brothers Investors Value Fund Inc
Salomon Brothers Opportunity Fund Inc
Salomon Brothers Institutional Series Funds Inc
Salomon Brothers Institutional High Yield Bond Fund
Salomon Brothers Institutional Emerging Markets Debt Fund
Salomon Brothers Variable Series Funds Inc
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Total Return Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Strategic Bond Fund
Salomon Brothers Variable U.S. Government Income Fund
Salomon Brothers Variable Asia Growth Fund
Salomon Brothers Variable Small Cap Growth Fund
8.
SSBCiti Funds Inc.
The Humane Equity Fund
The Salomon Brothers Fund Inc
Salomon Brothers High Income Fund Inc
Salomon Brothers High Income Fund II Inc
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
Salomon Brothers Worldwide Income Fund Inc
The Emerging Markets Income Fund Inc
The Emerging Markets Income Fund II Inc
The Emerging Markets Floating Rate Fund Inc
Global Partners Income Fund Inc
Municipal Partners Fund Inc
Municipal Partners Fund II Inc
9.
