Exhibit 99.8
THIRD
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Third Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE AMERICA OPPORTUNITIES FUND, a Massachusetts
business trust organized and existing under the laws of the Commonwealth of
Massachusetts and having a principal place of business at 00 Xxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian, Fund
Accounting and Recordkeeping Agreement dated March 1, 1988, as most recently
amended January 1, 1989 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit (the
"Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the Fund's proportionate share of the face
amount of the Letter of Credit;
WHEREAS: The Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto hereby amend the Custodian Contract as
follows:
1. Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain a
segregated account (the "Letter of Credit Custody Account") for and on
behalf of the Fund as contemplated by Section II, Paragraph 3N (iv) of
the Custodian Contract for the purpose of collateralizing the Fund's
obligations under this Amendment to the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall hold
in the Letter of Credit Custody Account cash, certificates of deposit,
U.S. government securities or other high-grade debt securities owned by
the Fund acceptable to the Custodian (collectively "Collateral
Securities") equal to 100% of the Fund's proportionate share of the face
amount which the Company may draw under the Letter of Credit. Upon
receipt of such Collateral Securities in the Letter of Credit Custody
Account, the Custodian shall issue the Letter of Credit to the Company.
4. The Fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit Custody
Account (the "Collateral") to secure the performance of the Fund's
obligations to the Custodian with respect to the Letter of Credit,
including, without limitation, under Section 5-144(3) of the Uniform
Commercial Code. The Fund shall register the pledge of Collateral and
execute and deliver to the Custodian such powers and instruments of
assignment as may be requested by the Custodian to evidence and perfect
the limited interest in the Collateral granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account may be
substituted or exchanged (including substitutions or exchanges which
increase or decrease the aggregate value of the Collateral) only
pursuant to Proper Instructions from the Fund after the Fund notifies
the Custodian of the contemplated substitution or exchange and the
Custodian agrees that such substitution or exchange is acceptable to the
Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the Custodian
to the Company, the Custodian may withdraw from the Letter of Credit
Custody Account Collateral Securities in an amount equal in value to the
amount actually so paid. The Custodian shall have with respect to the
Collateral so withdrawn all of the rights of a secured creditor under
the Uniform Commercial Code as adopted in the Commonwealth of
Massachusetts at the time of such withdrawal and all other rights
granted or permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian receives
Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become payable
to it under the Letter of Credit and the withdrawal of all Collateral
Securities with respect thereto by the Custodian pursuant to Section 6
hereof, or upon the termination of the Letter of Credit by the Fund with
the written consent of the Company, the Custodian shall transfer any
Collateral Securities then remaining in the Letter of Credit Custody
Account to another fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment to
Custodian Contract. The Collateral shall at all times until withdrawn
pursuant to Section 6 hereof remain the property of the Fund, subject
only to the extent of the interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian Contract, the
Custodian Contract shall remain in full force and effect with respect to
the Letter of Credit Custody Account until transfer of all Collateral
Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in connection with
the Letter of Credit Custody Account as agreed upon from time to time
between the Fund and the Custodian.
12. The Custodian Contract as amended hereby shall be governed by, and
construed and interpreted under, the laws of the Commonwealth of
Massachusetts.
13. The parties agree to execute and deliver all such further documents and
instruments and to take such further action as may be required to carry
out the purposes of the Custodian Contract, as amended hereby.
14. Except as provided in this Amendment, the Custodian Contract shall
remain in full force and effect, without amendment or modification, and
all applicable provisions of the Custodian Contract, as amended hereby,
shall govern the Letter of Credit Custody Account and the rights and
obligations of the Fund and the Custodian under this Amendment to
Custodian Contract. No provision of this Amendment to Custodian Contract
shall be deemed to constitute a waiver of any rights of the Custodian
under the Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 8th day of
February, 1990.
ATTEST: KEYSTONE AMERICA GLOBAL
OPPORTUNITIES FUND
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx XxXxxx
--------------------------- ---------------------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: /s/ Illegible By: /s/ Xxxx Xxxxxxx
--------------------------- ---------------------------------
Assistant Secretary Vice President
SECOND
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND ("Fund") and
STATE STREET BANK AND TRUST COMPANY ("State Street"), dated March 1, 1988 and
amended through January 1, 1989 ("Agreement") is made by and between the Fund
and State Street as of February 8, 1990.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section II is amended by deleting Paragraph 8 and by inserting the
following as Paragraph 7A:
"7A. The Fund shall pay State Street for its services as Custodian such
compensation as specified in the existing Schedule A. Such compensation
shall remain fixed until March 31, 1990 unless this Agreement is terminated
as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE AMERICA
GLOBAL OPPORTUNITIES FUND
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx XxXxxx
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxxxx Xxxxx XxXxxx
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ Illegible By: /s/ Xxxx Xxxxxxx
--------------------------------- --------------------------------
Xxxx Xxxxxxx
Vice President
SECOND
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND ("Fund") and
STATE STREET BANK AND TRUST COMPANY ("State Street"), dated March 1, 1988 and
amended through January 1, 1989 ("Agreement") is made by and between the Fund
and State Street as of February 8, 1990.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section II is amended by deleting Paragraph 8 and by inserting the
following as Paragraph 7A:
"7A. The Fund shall pay State Street for its services as Custodian such
compensation as specified in the existing Schedule A. Such compensation
shall remain fixed until March 31, 1990 unless this Agreement is terminated
as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE AMERICA
GLOBAL OPPORTUNITIES FUND
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx XxXxxx
--------------------------------- ------------------------------------
Xxxx X. Xxxxxxxxx Xxxxx XxXxxx
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ Illegible By: /s/ Xxxx Xxxxxxx
--------------------------------- --------------------------------
Xxxx Xxxxxxx
Vice President
FIRST
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
AND
STATE STREET BANK AND TRUST COMPANY
This First Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND ("Fund")
and STATE STREET BANK AND TRUST COMPANY ("State Street"), dated March 1, 1988
("Agreement") is made by and between the Fund and State Street as of January 1,
1989.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section 3-E of Section II entitled, Purchases is amended by concluding
the first sentence of such paragraph with the following:
"or, upon receipt by State Street of a facsimile copy of a letter of
understanding with respect to a time deposit account of the Fund signed by
any bank, whether domestic or foreign, and pursuant to Proper Instructions
from the Fund as defined in Section 5-A, for transfer to the time deposit
account of the Fund in such bank; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank."
2. Section II is amended by deleting existing Paragraph 7 and by inserting
the following as Paragraphs 7 and 8:
" 7. Line on Assets. If the Fund requires State Street to advance cash or
securities for any purpose or in the event that State Street or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the Fund shall be security therefor and should the
Fund fail to repay State Street promptly, State Street shall be entitled to
utilize available cash and to dispose of the Fund assets to the extent
necessary to obtain reimbursement; provided, however, that the total value
of any property of any Portfolio of the Fund which at any time is security
for any payment by State Street hereunder shall not exceed 15% of such
Portfolio's total net asset value.
8. The Fund shall pay State Street for its services as Custodian
such compensation as shall be specified in the attached Exhibit A. Such
compensation shall remain fixed until December 31, 1989, unless this
Agreement is terminated as provided in Section 8A."
3. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by a duly authorized officer as of
the day and year first above written.
ATTEST: KEYSTONE AMERICA
GLOBAL OPPORTUNITIES FUND
/s/ Illegible By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Illegible Xxxxxx X. Xxxxxx
President
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ Illegible By: /s/ Xxxx Xxxxxxx
--------------------------------- --------------------------------
Illegible Xxxx Xxxxxxx
Vice President
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
by and between
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
and
STATE STREET BANK AND TRUST COMPANY
Agreement made as of this 18th day of March 1988 by and between Keystone
America Global Opportunities Fund, a Massachusetts business trust, ("Fund")
having its principal place of business at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation ("State Street"), having its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
In consideration of the mutual agreements herein contained, the Fund and
State Street agree as follows:
I. Depository.
The Fund hereby appoints State Street as its Depository subject to the
provisions hereof. The Fund shall deliver to State Street certified or
authenticated copies of its Declaration of Trust and By-Laws, all amendments
thereto, a certified copy of the resolution of the Fund's Board of Trustees
appointing State Street to act in the capacities covered by this Agreement and
authorizing the signing of this Agreement and copies of such resolutions of its
Board of Trustees, contracts and other documents as may be reasonably required
by State Street in the performance of its duties hereunder.
II. Custodian.
1. The Fund appoints State Street as its Custodian, subject to the
provisions hereof. State Street hereby accepts such appointment as Custodian. As
such Custodian, State Street shall retain all securities, cash and other assets
now owned or hereafter acquired by the Fund and the Fund shall deliver and pay
or cause to be delivered and paid to State Street, as Custodian, all securities,
cash and other assets now owned or hereafter acquired by the Fund during the
period of this Agreement.
2. All securities delivered to State Street (other than in bearer form)
shall be properly enclosed and in proper form for transfer into or in the name
of the Fund, of a nominee of State Street for the exclusive use of the Fund or
of such other nominee as may be mutually aqreed upon by State Street and the
Fund.
3. As Custodian, State Street shall promptly:
A. Safekeeping. Keep safely in a separate account the securities of the
Fund, including without limitation all securities in bearer form, and on behalf
of the Fund, receive delivery of certificates, including without limitation all
securities in bearer form, for safekeeping and keep such certificates physically
segregated at all times from those of any other person. State Street shall
maintain records of all receipts, deliveries and locations of such securities,
together with a current inventory thereof and shall conduct periodic physical
inspections of certificates representing bonds and other securities held by it
under this Agreement at least annually in such manner as State Street shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. State Street shall provide the Fund with copies of any reports
of its internal count or other verification of the securities of the Fund held
in its custody, including reports on its own system of internal accounting
control. In addition, if and when independent certified public accountants
retained by State Street shall count or otherwise verify the securities of the
Fund held in State Street's custody, State Street shall provide the Fund with a
copy of the report of such accountants. With respect to securities held by any
agent or Subcustodian appointed pursuant to paragraphs 6-C or 3-P of Section II
hereof, State Street may rely upon certificates from such agent or Subcustodian
as to the holdings of such agent or Subcustodian, it being understood that such
reliance in no way releases State Street of its responsibilities or liabilities
under this Agreement. State Street shall promptly report to the Fund the results
of such inspections, indicating any shortages or discrepancies uncovered
thereby, and take appropriate action to remedy any such shortages or
discrepancies.
B. Deposit of Fund Assets in Securities Systems. Notwithstanding any other
provision of this Agreement, State Street may deposit and/or maintain securities
owned by the Fund in Depository Trust Company, a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934, which acts as a securities depository, or in the book
-entry system authorized by the U.S. Department of the Treasury and certain
federal agencies, collectively referred to herein as "Securities Systems(s)" in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
l) State Street may keep securities of the Fund in a Securities System
provided that such securities are deposited in an account ("Account") of
State Street in the Securities System which shall not include any assets of
State Street other than assets held as a fiduciary, custodian or otherwise
for customers;
2) The records of State Street with respect to securities of the Fund
which are maintained in a Securities System shall identify by book entry
those securities belonging to the Fund;
0) Xxxxx Xxxxxx shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an
entry on the records of State Street to reflect such payment and transfer
for the account of the Fund. State Street shall transfer securities sold for
the account of the Fund upon (i) receipt of advice from the Securities
System that payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of State Street to reflect
such transfer and payment for the account of the Fund. Copies of all advises
from the Securities System of transfers of securities for the account of the
Fund shall identify the Funds be maintained for the Fund by State Street and
be provided to the Fund at its request. State Street shall furnish the Fund
confirmation of each transfer to or from the account of the Fund 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 Securities
System for the account of the Fund on the next business day;
0) Xxxxx Xxxxxx shall promptly provide the Fund with any report obtained
by State Street on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in
the Securities System. State Street shall promptly provide the Fund any
report on State Street's accounting system, internal accounting control and
procedures for safeguarding securities deposited with State Street which is
reasonably requested by the Fund;
5) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, loss, liability, damage or
expense to the Fund, including attorney's fees, resulting from use of a
Securities System by reason of any negligence, misfeasance or misconduct of
State Street, its agents or any of its or their employees or from failure of
State Street or any such agent to enforce effectively such rights as it may
have against a Securities System. At the election of the Fund, it shall be
entitled to be subrogated to the rights of State Street or its agents with
respect to any claim against the Securities System or any other person which
State Street or its agents may have as a consequence of any such claim,
loss, liability, damage or expense if and to the extent that the Fund has
not been made whole for any such loss or damage.
C. State Street's Records. The records of State Street (and its agents
and Subcustodians) with respect to its services for the Fund shall at all times
during the regular business hours of State Street (or its agents or
Subcustodians) be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission.
D. Registered Name, Nominee. Register securities of the Fund held by
State Street in the name of the Fund, of a nominee of State Street for the
exclusive use of the Fund, or of such other nominee as may be mutually agreed
upon, or of any mutually acceptable nominee of any agent or Subcustodian
appointed pursuant to paragraphs 6-C or 3-P of Section II hereof.
E. Purchases. Upon receipt of proper instructions (as defined in
paragraph 5-A of Section II hereof; hereafter "proper instructions") and insofar
as cash is available for the purpose, pay for and receive all securities
purchased for the account of the Fund, payment being made only upon receipt of
the securities by State Street (or any bank, banking firm, responsible
commercial agent or trust company doing business in the United States and
appointed pursuant to paragraph 6-C of Section II hereof as State Street's agent
or Subcustodian for this purpose or any Foreign Subcustodian appointed pursuant
to paragraph 3-P of Section II hereof as State Street's Subcustodian for this
purpose) registered as provided in paragraph 3-D of Section II hereof or in form
for transfer satisfactory to State Street, or, in the case of repurchase
agreements entered into between the Fund and a bank or a dealer, delivery of the
securities either in certificate form or through an entry crediting State
Street's account at the Federal Reserve Bank with such securities. All
securities accepted by State Street shall be accompanied by payment of, or a
"due xxxx" for, any dividends, interest or other distributions of the issuer,
due the purchaser. In any and every case of a purchase of securities for the
account of the Fund where payment is made by State Street in advance of receipt
of the securities purchased, State Street shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had been received by
State Street except that in the case of repurchase agreements entered into by
the Fund with a bank which is a member of the Federal Reserve System, State
Street may transfer funds to the account of such bank prior to the receipt of
written evidence that the securities subject to such repurchase agreement have
been transferred by book-entry into a segregated nonproprietary account of State
Street maintained with the Federal Reserve Bank of Boston, provided, that such
securities have in fact been so transferred by book-entry; provided, further,
however, that State Street and the Fund agree to use their best efforts to
insure receipt by State Street of copies of documentation for each such
transaction as promptly as possible.
F. Exchanges. Upon receipt of proper instruction, exchange securities,
interim receipts or temporary securities held by it or by any agent or
Subcustodian appointed by it pursuant to paragraphs 6-C or 3-P of Section II
hereof for the account of the Fund for other securities alone or for other
securities and cash, and expend cash insofar as cash is available in connection
with any merger, consolidation, reorganization, recapitalization, split-up of
shares, changes of par value, conversion or in connection with the exercise of
warrants, subscription or purchase rights, or otherwise, and deliver securities
to the designated depository or other receiving agent or Subcustodian in
response to tender offers or similar offers to purchase received in writing;
provided that in any such case the securities and/or cash to be received as a
result of any such exchange, expenditure or delivery are to be delivered to
State Street (or its agents or Subcustodians). State Street shall give notice as
provided under paragraph 12 of Section II hereof to the Fund in connection with
any transaction specified in this paragraph and at the same time shall specify
to the Fund whether such notice relates to securities held by an agent or
Subcustodian appointed pursuant to paragraphs 6-C or 3-P of Section II hereof,
so that the Fund may issue to State Street proper instructions for State Street
to act thereon prior to any expiration date (which shall be presumed to be two
business days prior to such date unless State Street has previously advised the
Fund of a different period). The Fund shall give to State Street full details of
the time and method of submitting securities in response to any tender or
similar offer, exercising any subscription or purchase right or making any
exchange pursuant to this paragraph. When such securities are in the possession
of an agent or Subcustodian appointed by State Street pursuant to paragraph 6-C
or 3-P of Section II hereof, the proper instructions referred to in the
preceding sentence must be received by State Street in timely enough fashion
(which shall be presumed to be three business days unless State Street has
advised the Fund in writing of a different period) for State Street to notify
the agent or Subcustodian in sufficient time to permit such agent to act prior
to any expiration date.
G. Sales. Upon receipt of proper instructions and upon receipt of full
payment therefor, release and deliver securities which have been sold for the
account of the Fund. At the time of delivery all such payments are to be made in
cash, by a certified check upon or a treasurer's or cashier's check of a bank,
by effective bank wire transfer through the Federal Reserve Wire System or, if
appropriate, outside of the Federal Reserve Wire System and subsequent credit to
the Fund's custodian account, or, in case of delivery through a stock clearing
company, by book-entry credit by the stock clearing company in accordance with
the then current "street" custom.
H. Purchases by Issuer. Upon receipt of proper instructions, release and
deliver securities owned by the Fund to the issuer thereof or its agent when
such securities are called, redeemed, retired or otherwise become payable;
provided that in any such case, the cash or other consideration is to be
delivered to State Street.
I. Changes of Name and Denomination. Upon receipt of proper instructions,
release and deliver securities owned by the Fund to the issuer thereof or its
agent for transfer into the name of the Fund or of a nominee of State Street or
of the Fund for the exclusive use of the Fund or for exchange for a different
number of bonds, certificates, or other evidence representing the same aggregate
face amount or number of units bearing the same interest rate, maturity date and
call provisions if any; provided that in any such case, the new securities are
to be delivered to State Street.
J. Street Delivery. In connection with delivery in New York City and upon
receipt of proper instructions which in the case of registered securities may be
standing instructions, release securities owned by the Fund upon receipt of a
written receipt for such securities to the broker selling the same for
examination in accordance with the existing "street delivery" custom. In every
instance, either payment in full for such securities shall be made or such
securities shall be returned to State Street that same day. In the event
existing "street delivery" custom is modified, State Street shall obtain
authorization from the Board of Directors of the Fund prior to any use of such
modified "street delivery" custom.
K. Compliance with Applicable Rules and Requlations of The Options
Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of proper instructions, for delivery in accordance
with the provisions of any agreement among the Fund, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934 ("Exchange
Act") and a member of the National Association of Securities Dealers, Inc.
("NASD"), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Funds; or, upon receipt of proper
instructions for delivery in accordance with the provisions of any agreement
among the Fund, 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 and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund.
L. Release of Securities for Use as Collateral. Upon receipt of proper
instructions and subject to the Declaration of Trust, release securities
belonging to the Fund to any bank or trust company for the purpose of xxxxxxx
mortgage or hypothecation to secure any loan incurred by the Fund; provided,
however, that securities shall be released only upon payment to State Street of
the monies borrowed, except that in cases where additional collateral is
required to secure a borrowing already made, subject to proper prior
authorization from the Fund, further securities may be released for that
purpose. Upon receipt of proper instructions, pay such loan upon redelivery to
it of the securities pledged or hypothecated therefore and upon surrender of the
note or notes evidencing the loan.
M. Release or Delivery of Securities for Other Purposes. Upon receipt of
proper instructions, release or deliver any securities held by it for the
account of the Fund for any other purpose (in addition to those specified in
paragraphs 0-X, 0-X, 0-X, 0-X, 0-X, 3-L and 3-M of Section II hereof) which the
Fund declares is a proper corporate purpose pursuant to proper instructions.
N. Segregated Account. The Custodian shall upon receipt of Proper
Instructions, establish and maintain a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Paragraph 3B hereof, (i) in accordance with the provisions
of any agreement among the Fund, 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 Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv), for other
proper corporate purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of a resolution of the
Board of trustees signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes.
O. Proxies, Notices, Etc. State Street shall promptly forward upon
receipt to the Fund all forms of proxies and all notices of meetings and any
other notices or announcements affecting or relating to the securities,
including without limitation notices relating to class action claims and
bankruptcy claims, and upon receipt of proper instructions execute and deliver
or cause its nominee to execute and deliver such proxies or other authorizations
as may be required. State Street, its nominee or its agents or Subcustodian
shall not vote upon any of the securities or execute any proxy to vote thereon
or give any consent or take any other action with respect thereto (except as
otherwise herein provided) unless ordered to do so by proper instructions. State
Street shall require its agents and Subcustodians appointed pursuant to
paragraph 6-C or 3-P of Section II hereof to forward any such announcements and
notices to State Street upon receipt.
P. Property of the Fund Held Outside of the United States
(1) Appointment of Foreign Subcustodians. State Street is authorized and
instructed to employ as Subcustodians for the Fund's securities and other assets
maintained outside of the United States, the foreign banking institutions and
foreign securities depositories designated on Schedule C hereto ("Foreign
Subcustodians"). Upon receipt of proper instructions, together with a certified
resolution of the Fund's Board of Trustees, State Street and the Fund may agree
to amend Schedule C hereto from time to time to designate additional foreign
banking institutions and foreign Securities depositories to act as Foreign
Subcustodians. Upon receipt of proper instructions from the Fund State Street
shall cease the employment of any one or more of such Subcustodians for
maintaining custody of the Fund's assets.
(2) Assets to be Held. State Street shall limit the securities and other
assets maintained in the custody of the Foreign Subcustodians to: (a) "foreign
securities", as defined in paragraph (c)(l) of Rule 17f-5 under the Investment
Company Act of 1940, and (b) cash and cash equivalents in such amounts as State
Street or the Fund may determine to be reasonably necessary to effect the
Fund's foreign securities transactions.
(3) Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by State Street and the Fund, assets of the Fund shall be maintained
in foreign securities depositories only through arrangements implemented by the
foreign banking institutions serving as Subcustodians pursuant to the terms
hereof.
(4) Segregation of Securities. State Street shall identify on its books as
belonging to the Fund, the foreign securities of the Fund held by each Foreign
Subcustodian. Each agreement pursuant to which State Street employs a foreign
banking institution shall require that such institution establish a custody
account for State Street on behalf of the Fund and physically segregate in that
account securities and other assets of the Fund, and, in the event that such
institution deposits the Fund's securities in a foreign securities depository,
that it shall identify on its books as belonging to State Street, as agent for
the Fund, the securities so deposited (all collectively referred to as the
"Account").
(5) Aqreements with Foreign Bankinq Institutions. Each agreement with a
foreign banking institution shall be substantially in the form set forth in
Schedule D hereto and shall provide that: (a) the Fund's assets will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of the foreign banking institution or its creditors, except a claim of
payment for their safe custody or administration; (b) the Foreign Subcustodian
shall maintain insurance covering the Fund's assets, (c) beneficial ownership
for the Fund's assets will be freely transferable without the payment of money
or value other than for custody or administration; (d) adequate records will be
maintained identifying the assets as belonging to the Fund; (e) officers of or
auditors employed by, or other representatives of State Street, including to the
extent permitted under applicable law the independent public accountants for the
Fund, will be given access to the books and records of the foreign banking
institution relating to its actions under its agreement with State Street;(f)
assets of the Fund held by the Foreign Subcustodian will be subject only to the
instructions of State Street or its agents; and (g) the foreign Subcustodian
will provide periodic reports with respect to the safekeeping of the Fund's
assets, including notification of any transfer to or from the Fund's account;
(6) Access of Independent Accountants of the Fund. Upon request of the Fund,
State Street will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of any
foreign banking institution employed as a Foreign Subcustodian insofar as such
books and records relate to the performance of such foreign banking institutions
under its agreement with State Street.
(7) Reports by State Street. State Street will supply to the Fund from time
to time, as mutually agreed upon, statements in respect of the securities and
other assets of the Fund held by Foreign Subcustodians, including but not
limited to an identification of entities having possession of the Fund's
securities and other assets and advises or notifications of any transfers of
securities of or from each custodial account maintained by a foreign banking
institution for State Street on behalf of the Fund indicating, as to securities
acquired for the Fund, the identity of the entity having physical possession of
such securities.
(8) Transaction in Foreign Custody Account. (a) Upon receipt of proper
instructions, which may be continuing instructions when deemed appropriate by
the parties, State Street shall make or cause its Foreign Subcustodian to
transfer, exchange or deliver foreign securities owned by the Fund, but except
to the extent explicitly provided in this Section II(3)(P) only in any of the
cases specified in this Agreement; (b) upon receipt of proper instructions,
which may be continuing instructions when deemed appropriate by the parties,
State Street shall pay out or cause its Foreign Subcustodians to pay out monies
of the Fund, but except to the extent explicitly provided in this Section
II(3)(P) only in any of the cases specified in this Agreement; (c)
notwithstanding any provision of this Agreement to the contrary, settlement and
payment for securities received for the account of the Fund and delivery of
securities maintained for the account of the Fund may be effected in accordance
with the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer; (d) securities maintained in the
custody of a Foreign Subcustodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section II, Paragraphs (2) and (3)(P)
of this Agreement and the Fund agrees to hold any such nominee harmless from any
liability as a holder of record of such securities.
(9) Liability of Foreign Subcustodians. Each agreement pursuant to which
State Street employs a foreign banking institution as a foreign sub-custodian
shall require the institution to exercise reasonable care in the performance of
its duties as determined under Massachusetts law and to indemnify, and hold
harmless, State Street and Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institutions performance of such obligations. At the election of the Fund, it
shall be entitled to be subrogated to the rights of State Street with respect to
any claims against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost, expense, liability
or claim.
(10) Liability of State Street. State Street shall be liable to the Fund for
the acts or omissions of a foreign banking institution appointed pursuant to
these provisions to the same extent that such foreign banking institution is
liable to State Street as provided under Section 3(P)(9); provided however that
State Street shall not be liable to the Fund for any loss resulting from or
caused by nationalization, expropriation, currency restrictions, acts of war or
terrorism or other similar events or acts.
(11) Monitoring Responsibilities. State Street shall furnish annually to the
Fund, during the month of June, information concerning the Foreign Subcustodians
employed by State Street. Such information shall be similar in kind and scope to
that furnished to the Fund in connection with the initial approval of this
Agreement. In addition, State Street will promptly inform the Fund in the event
that State Street learns of a material adverse change in the financial condition
of a Foreign Subcustodian or is notified by a foreign banking institution
employed as a foreign sub-custodian that there appears to be a substantial
likelihood that its shareholders' equity will decline below $200 million (U.S.
dollars or the equivalent thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance with generally accepted
U.S. accounting principles).
(12) Branches of U.S. Banks. Except as otherwise set forth in this
Agreement, the provisions hereof shall not apply where the custody of the Fund
assets maintained in a foreign branch of a banking institution which is a "bank"
as defined by Section 2(a)(5) of the Investment Company Act of 1940 which meets
the qualifications set forth in Section 26(a) of the Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 6-C of Section II
of this Agreement.
Q. Miscellaneous. In genera], attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealing with such securities or property of the Fund, except as otherwise
directed by the Fund pursuant to proper instructions. State Street shall render
to the Fund daily a report of all monies received or paid on behalf of the Fund,
an itemized statement of the securities and cash for which it is accountable to
the Fund under this Agreement and itemized statement of security transactions
which settled the day before and shall render to the Fund weekly an itemized
statement of security transactions which failed to settle as scheduled. At the
end of each week State Street shall provide a list of all security transactions
that remain unsettled at such time.
4. Additional]y, as Custodian, State Street shall promptly:
A. Bank Account. Retain safely all Cash of the Fund, other than cash
maintained by the Fund in a bank amount established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940, as amended, in the banking
department of State Street in a separate account or accounts in the name of the
Fund, subject only to draft or order by State Street acting pursuant to the
terms of this Agreement. If and when authorized by proper instructions in
accordance with a vote of the Board of Trustees of the Fund, State Street may
open and maintain an additional account or accounts in such other bank or trust
Companies as may be designated by such instructions, such account or accounts,
however, to he solely in the name of State Street in its capacity as Custodian
and subject only to its draft or order in accordance with the terms of this
Agreement. State Street shall furnish the Fund, not later than thirty (30)
calendar days after the last business day of each month, a statement reflecting
the current status of its internal reconciliation of the closing balance as of
that day in all aceounts described in this paragraph to the balance shown on the
daily cash report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of proper
instructions, collect, receive and deposit in the bank account or accounts
maintained pursuant to paragraph 4-A of Section II hereof all income and other
payments with respect to the securities held hereunder, execute ownership and
other certificates and affidavits for all Federal and State tax purposes in
connection with the collection of bond and note coupons, do all other things
necessary or proper in connection with the collection of such income, and
without waiving the generality of the foregoing:
(1) present for payment on the date of payment all coupons and other
income items requiring presentation;
(2} present for payment all securities which may mature or be called,
redeemed, retired or otherwise become payable on the date such securities
become payable;
(3) endorse and deposit for collections in the name of the Fund,
checks, drafts or other negotiable instruments on the same day as
received.
In any ease in which State Street does not receive any such due and unpaid
income within a reasonable time after it has made proper demands for the same
(which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it sha11 so notify the Fund in writing, including
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands and await proper
instruction; State Street shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of Shares of the Fund. Make such arrangements with the Transfer
Agent of the Fund as will enable State Street to make certain it receives the
cash consideration due to the Fund for shares of the Fund as may be issued or
sold from time to time by the Fund, all in accordance with the Fund's and
Declaration of Trust and By-Laws, as amended.
D. Dividends and Distributions. Upon receipt of proper instructions,
release or otherwise apply cash insofar as cash is available for the purpose of
the payment of dividends or other distributions to shareholders of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be available
for the purpose, but subject to the limitation of the Fund's Declaration of
Trust and By-Laws, as amended, and applicable resolutions of the Board of
Trustees of the Fund pursuant thereto, make funds available for payment to
shareholders who have delivered to the Transfer Agent a request for redemption
of their shares by the Fund pursuant to such Declaration of Trust, as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Declaration of Trust, and By-Laws, as amended, State Street is authorized
and directed upon receipt of proper instructions from the Transfer Agent for the
Fund to make funds available for transfer through the Federal Reserve Wire
System or by other bank wire to a commercial bank account designated by the
redeeming shareholder.
F. Stock Dividends, Rights, Etc. Receive and collect all stock dividends,
rights and other items of like nature; and deal with the same pursuant to proper
instructions relative thereto.
G. Disbursements. Upon receipt of proper instructions, make or cause to
be made, insofar as cash is available for the purpose, disbursements for the
payment on behalf of the Fund of its expenses, including without limitation,
interests taxes and fees or reimbursement to State Street or to the Fund's
Investment Adviser for their payment of any such expenses.
H. Other Proper Corporate Purposes. Upon receipt of proper instructions,
make or cause to be made, insofar as cash is available for the purpose,
disbursements for any other purpose (in addition to the purposes specified in
paragraphs 3-E , 3-F, 4-D, 4-E, and 4-G of this Agreement) which the Fund
declares is a proper corporate purpose.
I. Records. Create, maintain and retain all records a) relating to its
activities and obligations under this Agreement in such manner as shall meet the
obligations of the Fund under the Investment Company Act of 1940, as amended r
particularly Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, under
applicable federal and state tax laws and under any other law or administrative
rules or procedures which may be applicable to the Fund, b) necessary to comply
with the representations of Part I - Fund Custodian Services and Part II -
Portfolio Pricing and Accounting of State Street's Response, dated May 1, 1979,
as amended, to Keystone Custodian Funds, Inc.'s and the Massachusetts Company,
Inc.'s Request for Proposal, dated March 19, 1979, as amended, (amendments after
June 22, 1979 are set forth in Exhibit B) ("Parts I and II"), insofar as such
representations relate to the creation, maintenance and retention of records for
the Fund or c) as reasonably requested from time to time by the Fund. All
records maintained by State Street in connection with the performance of its
duties under this Agreement shall remain the property of the Fund and in the
event of termination of this Agreement shall be delivered in accordance with the
terms of paragraph 8 below.
J. Miscellaneous. Assist generally in the preparation of routine reports
to holders of shares of the Fund, to the Securities and Exchange Commission,
including form N-SAR, to State "Blue Sky" authorities, to others in the auditing
of accounts and in other matters of like nature, as required to comply with the
representations of Parts I and II insofar as such representations relate to the
preparation of reports for the Fund and as otherwise reasonably requested by the
Fund.
K. Fund Accounting and Net Asset Value Computation. State Street shall
maintain the general ledger and all other books of account of the Fund,
including the accounting for the Fund's portfolio. In addition, upon receipt of
proper instructions, which may be deemed to be continuing instructions, State
Street shall daily compute the net asset value of the Shares of the Fund and the
total net asset value of the Fund. State Street shall, in addition, perform such
other services incidental to its duties hereunder as may be reasonbly requested
from time to time by the Fund.
L. Services under Part I and Part II. In addition to the services
specified herein, State Street shall perform those services set forth in Parts I
and II, including without limitation general ledger accounting, daily Fund
portfolio pricing and custodian services to the extent such services relate to
the Fund; provided, however, that in the event that Parts I and II as they
relate to the Fund are in conflict with the terms of this Agreement, the terms
of this Agreement shall govern.
0) Xxxxx Xxxxxx and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have received
proper instructions upon receipt of written instructions signed by the Fund's
Trustees or by one or more person or persons as the Fund's Trustees shall have
from time to time authorized to give the particular class of instructions for
different purposes. Different persons may be authorized to give instructions for
different purposes. A copy of a resolution or action of the Trustees certified
by the secretary or an assistant secretary of the Fund may be received and
accepted by State Street as conclusive evidence of the instruction of the Fund's
Trustees and/or the authority of any person or persons to act on behalf of the
Fund and may be considered as in full force and effect until receipt of written
notice to the contrary. Such instruction may be general or specific in terms.
Oral instructions will be considered proper instructions if State Street
reasonably believes them to have been given by a person authorized by the
Trustees to give such oral instructions with respect to the class of instruction
involved. The Fund shall cause all oral instructions to be confirmed in writng.
B. Investments, Limitations. In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the fund, state street may take cognizance of the provisions of
the declaration of the trust of the Fund, as amended; provided, however, that
except as otherwise expressly provided herein, State Street may assume unless
ar,d until notified in writing to the contrary that instructions purporting to
be proper instructions received by it are not in conflict with or in any way
contrary to any provision of the Declaration of Trust of the Fund, as amended,
or resolutions or proceedings of the Trustees of the Fund.
6. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Depository and Custodian, shall be
entitled to receive and act upon advice of counsel (who may be counsel for the
Fund) and shall be without liability for any action reasonably taken or thing
reasonably done pursuant to such advice; provided that such action is not in
violation of applicable Federal or State laws or regulations or contrary to
written instructions received from the Fund, and shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. In order that the indemnification
provision contained in this paragraph shall apply, however, if the Fund is asked
to indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund. The Fund
shall have the option to defend State Street against any claim which may be the
subject of this indemnification and in the event that the Fund so elects it will
so notify State Street, and thereupon the Fund shall take over complete defense
of the claim, and State Street shall initate no further legal or other expenses
for which it shall seek indemnification under this paragraph. State Street shall
in no case confess any claim or make any compromise in any case in which the
Fund will be asked to indemnify State Street except with the Fund's prior
written consent.
B. Expenses Reimbursement. State Street shall be entitled to receive from
the Fund on demand reimbursement for its cash disbursements, expenses and
Charges excluding salaries and usual overhead expenses, as set forth in Schedule
A.
C. Appointment of Aqents and Subcustodians. State Street, as Custodian,
may appoint (and may remove), only in compliance with the terms and conditions
of the Fund's Declaration of Trust and By-Laws, as amended, any other bank,
trust company or responsible commercial agent as its agent or Sub-Custodian to
carry out such of the provisions of this Agreement as State Street may from time
to time direct; provided, however, that the appointment of any such agent or
Sub-Custodian shall not relieve State Street of any of its responsibilities
under this Agreement.
D. Reliance on Documents. So long as and to the extent that it is in good
faith and in the exercise of reasonable care, State Street, as Depository and
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, shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to constitute proper instructions under this
Agreement and shall, except as otherwise specifically provided in this
Agreement, be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder a certificate signed by the Fund's
Trustees, the secretary or an assistant secretary of the Fund or any other
person expressly authorized by the Trustees of the Fund.
E. Access to Records. Subject to security requirements of State Street
applicable to its own employees having access to similar records within State
Street and such regulations as to the conduct of such monitors as may be
reasonably imposed by State Street after prior consultation with an authorized
officer of the Fund, books and records of State Street pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by the Trustees of, attorneys for, auditors employed by the Fund or any other
person as the Fund's Trustees shall direct.
F. Record-Keeping. State Street shall maintain such records as shall
enable the Fund to comply with the requirements of all Federal and State laws
and regulations applicable to the Fund with respect to the matters covered by
this Agreement and shall comply with the representations of Parts I and II as
such representations relate to maintaining records of the Fund.
7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be specificied in the attached Exhibit A. Such
compensation shall remain fixed until December 31, 1988, unless this Agreement
is terminated as provided in Section 0X.
0. Xxxxx Xxxxxx and the Fund further agree as follows:
A. Effective Period, Termination, Amendment and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date 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 sixty (60) days after the date of such delivery or mailing; and
further provided, that the Fund may by action of the Fund's Trustees substitute
another bank or trust company for State Street by giving notice as provided
above to State Street. The Fund or State Street shall not amend or terminate
this Agreement in contravention of any applicable Federal or State laws or
regulations, or any provision of the Declaration of Trust of the Fund, as
amended; provided, however, that in the event of such termination State Street
shall remain as Custodian hereunder for a reasonable period thereafter if the
Fund after using its best efforts is unable to find a Successor Custodian.
In connection with the operation of this Agreement, State Street and the
Fund may agree from time to time 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 provision to be signed by both parties and annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable Federal or State laws or regulations, or any provision of the Fund's
Declaration of Trust and By-Laws, as amended. No interpretive provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.
B. Successor Custodian. Upon termination hereof or the inability of State
Street to continue to serve hereunder, the Fund shall pay to State Street such
compensation as may be due for services through the date of such termination and
shall likewise reimburse State Street for its costs, expenses and disbursements
incurred prior to such termination in accordance with paragraph 6-B of Section
II hereof and such reasonable costs, expenses and disbursements as may be
incurred by State Street in connection with such termination.
If a Successor Custodian is appointed by the Trustees of the Fund in
accordance with the Fund's Declaration of Trust, as amended, State Street shall,
upon termination, deliver to Such Successor Custodian at the office of State
Street, properly endorsed and in proper form for transfer, all securities then
held hereunder, all cash and other assets of the Fund deposited with or held by
it hereunder.
If no such Successor Custodian is appointed, State Street shall, in like
manner at its office, upon receipt of a certified copy of a resolution of the
Shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as
amended, deliver such securities, cash and other properties in accordance with
such resolutions.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders shall have been delivered to
State Street on or before the date When such termination shall become
effective, then State Street shall have the right to deliver to a bank or trust
company doing business in Boston, Massachusetts of its own selection, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than $5,000,000, all securities, cash and other properties
held by State Street and all instruments held by it relative thereto and all
other property held by it under this Agreement. Thereafter, such bank or trust
company shall be the Successor of State Street under this Agreement and subject
to the restrictions, limitations and other requirements of the Fund's
Declaration of Trust and By-Laws, both as amended.
In the event that securities, funds, and other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of the Fund to procure the certified copy above referred to, or of the Fund's
Trustees to appoint a Successor Custodian, State Street shall be entitled to
fair compensation for its services during such period and the provisions of this
Agreement relating to the duties and obligations of State Street shall remain in
full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall not be
liable for loss of data, occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots, or failure of transportation, communication or power supply.
However, State Street shall keep in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records. Furthermore, at all times during this Agreement, State Street
shall maintain a contractual arrangement whereby State Street will have a
back-up computer facility available for its use in providing the services
required hereunder in the event circumstances beyond State Street's control
result in State Street not being able to process the necessary work at its
principal computer facility, State Street shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a back-up computer facility. State Street shall use
its best efforts to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, State Street shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect the State Street premises and operating capabilities within
reasonable business hours upon reasonable notice to State Street, and, upon
request of such representative or representatives, State Street shall from time
to time as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon, any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records and other
information relative to the Fund confidentially and State Street on behalf of
itself and its officers, employees and agents agrees to keep confidential all
such information, except after prior notification to and approval by the Fund
(which approval shall not be unreasonably withheld and may not be withheld where
State Street may be exposed to civil or criminal contempt proceedings), when
requested to divulge such information by duly constituted authorities or when so
requested by a properly authorized person.
State Street and the Fund agree that they, their officers, employees and
agents shall maintain all information disclosed to them by the other in
connection with this Agreement in confidence and will not disclose any such
information to any other person, nor use such information for their own benefit
or for the benefit of third parties without the consent in writing of the other;
provided, however, that each party shall have the right to use any such
information for its own necessary internal purposes while this Agreement is in
effect. The provisions of the paragraph shall not apply to information which (i)
is in or becomes part of the public domain, or (ii) is demonstrably known
previously to the party to whom it is disclosed, or (iii) is independently
developed outside this Agreement by the party to whom it is disclosed or (iv) is
rightfully obtained from third parties by the party to whom it is disclosed.
9. The Fund shall not circulate any printed matter which contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Depository or Custodian. The Fund will submit printed matter requiring approval
to State Street in draft form, allowing sufficient time for review by State
Street and its counsel prior to any deadline for printing.
10. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his or her
right to exchange his or her Fund shares represented by certificates for shares
held by State Street upon surrender to State Street of his or her certificates
representing such Fund shares properly endorsed and in proper form for transfer.
Upon the surrender of such Fund certificates State Street will issue a
certificate or certificates to the surrendering shareholder for an approximate
number of shares held by State Street, unless such shareholder establishes an
Open Account Plan or other similar account at that time in which case such
shares will be credited to his or her account. State Street shall not be
required to issue certificates for any fractional shares helo by it. Instead,
fractional interests in such shares shall be distributed to the shareholder in
cash at their then current market value or, if the fractional share represents
an interest in an investment company, it shall be redeemed by State Street at
the then current redemption price for such shares and the proceeds of such
redemption shall be distributed to such shareholder in cash. State Street shall
not release to any shareholder any such shares held by it until such shareholder
has properly surrendered for exchange his or her Fund shares represented by
certificates.
11. The Fund is a Massachusetts business trust established under a
Declaration of Trust, as it may be amended from time to time. The obligations of
the Fund are not personally binding upon, nor shall recourse be had against the
private property of any of the Trustees, shareholders, officers, employees or
agents of the Fund, but only the property of the Fund shall be bound.
12. This Agreement is executed and delivered in the Commonwealth of
Massachusetts and shall be subject to and be construed in accordance with the
laws of said Commonwealth.
13. Notices and other writings delivered or mailed postage prepaid to
Keystone America Global Opportunities Fund, c/o Keystone Custodian Funds, Inc.,
00 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or to State Street at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or to such other address as the
Fund or State Street may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective address.
14. This Agreement shall be binding upon and shall inure to the benefit of
the Fund and State Street and their respective successors or assigns.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE AMERICA GLOBAL
OPPORTUNITIES FUND
By:
------------------------------------------------ --------------------------
President
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By:
------------------------------------------------- --------------------------
Vice President
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE AMERICA GLOBAL
OPPORTUNITIES FUND
/s/ Xxxxxxxx X. XxxXxxxxxx By: /s/ Xxxxxx X. Xxxxxx III
----------------------------------- -------------------------------------
President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ X. Xxxxxx, A.S. /s/ Xxxx Xxxxxxx
----------------------------------- -------------------------------------
Vice President
Schedule A
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
I. Administration
Custodian, Portfolio and Fund Accounting Service - Maintain custody of Fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide from Fund approved pricing sources or vendors daily pricing for Fund
portfolio securities. Provide selected general ledger reports. Securities yield
or market value quotations for short term Fund portfolio securities will be
provided to State Street from a source designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as the
Fund advisory and management fee.
ANNUAL FEES PER PORTFOLIO
Fund Net Assets Annual Fee
--------------- ----------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
GLOBAL CUSTODY FEE
Annual Fee
----------
Non-domestic 1/8 of 1% (0.12%)
net assets
(no minimums are in place on
either of the custody charges)
SCHEDULE B
I. Operating Plan - Fund Custodian Services
1. Page 1
a) Trade instructions by tape input compatible with the SPARK system will
not be given.
b) System 34 terminals will not be provided for trade input.
2. Page 2
a) Distributions will be charged against the custodian account and
credited to the disbursement account on the payable date.
b) Reports - improved or new SPARK Reports will be made available to the
Fund at its request for no additional cost, if made available at no
additional cost to other customers of State Street.
II. Fund Custodian Services
A. Page 1
1) The Fund will receive Custody and Full Accounting Services.
B. Page 2
1) Polaris Fund Inc. is now Keystone International Fund Inc.
III. Custodian Reports
A. Page 1
2) Analytics - SPARK information reports - the Funds will receive none of
these.
IV. KM - SSB Reports Comparison
A. Page 1 - MassCo Report
1) (9) Different form with similar content to be prepared for Keystone
Tax Free Fund (and Keystone Tax Exempt Trust) rather than Master
Trust (MRT)
2) (12) To be prepared for all Funds.
3) (13) Trade Settlement Authorizations and all other reports as
provided to the Keystone Funds will be provided Keystone Group Funds.
4) (26) Initial instructions in memo from Xx. Xxxxxx Xxxxxx.
Instructions may be changed from time to time by proper instructions.
5) (30) Letter to be supplied by Keystone Investor Resource Center, Inc.
6) (31) Report to be supplied by Keystone Investor Resource Cenner, Inc.
B. Keystone Reports
1) (3) Information to be supplied by Open Order System.
2) (16) Will be prepared manually by State Street. Cancellations to be
based on initial instructions provided under (4) (26) memo.
3) (18) To be prepared by State Street.
4) (30) New SPARK Report to be provided the Funds.
5) (31) Pricing Quotes for foreign issues, restricted securities and
private placements not otherwise available to State Street to be
supplied by the Fund.
6) (46) KIMCO Reports unnecessary.
7) (58) State Street to prepare manually.
8) (57) Keystone to provide.
9) (70) New SPARK Report to be provided the Funds.
10) (73) SPARK Report to be provided the Funds.
11) (74) New SPARK Report and hard copy tape to be provided the Funds.
12) (75) State Street to provide weekly report of fails for each Fund.
13) All new SPARK reports must be reviewed and accepted by the Funds
before they will be considered to comply with State Street's
Custodian, Fund Accounting and Recordkeeping Agreements with the
Funds, such acceptance not to be unreasonably withheld.
VI. Responses
I. Fund Custodian Services
a) Page 2
Checkwriting privilege is $.35 per check - charged only for Keystone
Liquid Trust at this time. Other Fund agreements to be amended to
include this charge if such privilege is ever offered to shareholders
of other Funds.
b) Page 3 (6)
Individuals responsible for Fund services may change as long as the
quality of the personnel is maintained.
c) Page 6 (11)
State Street is liable for the acts of its subcustodians to the same
extent that it is liable for the acts of its agents.
II. Exhibits
1. Exhibit 1-2
a) (6)
Notices of corporate actions shall include, without limitation,
notices of class actions and bankruptcy actions in connection with
issues held by the Funds.
SCHEDULE C
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FISCAL SHAREHOLDERS
COUNTRY BANK YEAR END EQUITY US$
------- ---- -------- ------------
AUSTRALIA ANZ BANKING GROUP LTD. 09/30 $3.303 Billion
AUSTRIA GIROZENTRALE UND BANK 12/31 $379 Million
DER OSTERREICHISCHEN
BELGIUM BANQUE BRUXELLES XXXXXXX 09/30 $689 Million
CANADA CANADA TRUST COMPANY 12/31 $743 Million
DENMARK DEN XXXXXX XXXX 00/00 x0.000 Xxxxxxx
XXXXXXX KANSALLIS-OSAKE PANKKI 12/31 $802 Million
FRANCE CREDIT COMMERCIAL DE FRANCE 12/31 $564 Million
GERMANY BERLINER HANDELS UND 12/31 $510.9 Million
FRANKFURTER BANK
HONG KONG STANDARD CHARTERED BANK 12/31 $1.909 Billion
JAPAN SUMITOMO TRUST & BANKING 03/31 $1.280 Billion
COMPANY LIMITED
MEXICO CITIBANK MEXICO 12/31 $9.060 Billion
NETHERLANDS BANK MEES & HOPE, N.V. 12/31 $279.1 Million
NEW ZEALAND WESTPAC BANKING CORP. 09/30 $4.083 Billion
NORWAY CHRISTIANIA BANK OG 12/31 $285 Million
KREDITKASSE
SINGAPORE DBS BANK LTD. 12/31 $648.3 Million
SPAIN BANCO HISPANO AMERICANO 12/31 $855 Million
SWEDEN SKANDINAVISKA ENSKILDA BANKEN 12/31 $408 Million
SWITZERLAND UNION BANK OF SWITZERLAND 12/31 $4.965 Billion
UNITED KINGDOM STATE STREET LONDON LIMITED 12/31 $392 Million
STATE STREET BOSTON CORP.
DEPOSITORIES
Austria: Oesterreichischen Kontrollbank AG
Wertpapiersammelbank beider
(OeKB-WSB)
Belgium: Caisse Interprofessionelle de Depots et de
Virements de Titres S.A.
(C.I.K.)
Canada: The Canadian Depository for Securities Ltd.
(CDS)
Denmark: Vaerdipapircentralen
(VP-Centralen)
France: SICOVAM
Germany: Kassenverein
Mexico: Instituto Nacionel de Valares
Netherlands: Netherlands Clearing Institute for
Giro Securities Deliveries
(NECIGEF)
New Zealand: The Reserve Bank of New Zealand
Spain: Legal depository system (through the
Xxxxxx Sindical in force in Spain)
Switzerland: Schweizerische Effekten Giro A.G.
(SEGA)
EuroClear (Brussels, Belgium)
Cedel (Luxembourg)
CUSTODIAN AGREEMENT
To:
Gentlemen:
The undersigned ("State Street") hereby requests that you (the Bank)
establish a custody account and a cash account for each custodian/employee
benefit plan identified in the Schedule attached to this Agreement and each
additional account which is identified to this Agreement. Each such custody or
cash account as applicable will be referred to herein as the "Account" and
will be subject to the following terms and conditions:
1. The Bank shall hold as agent for State Street and shall physically
segregate in the Account such cash, bullion, coin, stocks, shares,
bonds, debentures, notes and other securities and other property which
is delivered to the Bank for that State Street Account (the
"Property").
2. a. Without the prior approval of State Street it will not deposit
securities in any securities depository or utilize a clearing
agency, incorporated or organized under the laws of a country other
than the United States, unless such depository or clearing house
operates the central system for handling of securities or equivalent
book-entries in that country or operates a transnational system for
the central handling of securities or equivalent book-entries:
b. When securities held for an Account are deposited in a securities
depository or clearing agency by the Bank, the Bank shall identify
on its books as belonging to State Street as agent for such Account,
the securities so deposited.
3. The Bank represents that either:
a. It currently has stockholders' equity in excess of $200 million
(U.S. dollars or the equivalent of U.S. dollars computed in
accordance with generaly accepted U.S. accounting principles) and
will promptly inform State Street in the event that there appears to
be a substantial likelihood that its stockholders' equity will
decline below $200 million, or in an event, at such time as its
stockholders' equity in fact decline below $200 million: or
b. It is the subject of an exemptive order issued by the United States
Securities and Exchange Commission, which such order permits State
Street to employ the Bank as a subcustodian, notwithstanding the
fact that the Bank's stockholders' equity currently below $200
million or may in the future decline below $200 million due to
currency fluctuation.
4. Upon the written instructions of State Street, as permitted by
Paragraph 8, the Bank is authorized to pay cash from the Account and
to sell, assign, transfer, deliver or exchange, or to purchase for
the Account, any and all stocks, shares, bonds, debentures, notes and
other securities ("Securities"), bullion, coin and any other
property, but only as provided in such written instructions. The bank
shall not be held liable for any act or omission to act on
instructions given on purported to be given should there by any or in
such instructions.
5. Unless the Bank receives written instructions of State Street to the
contrary, the Bank is authorized:
a. To promptly receive and collect all income and principal with
respect to the Property and to credit cash receipts to the Account;
b. To promptly exchange securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to securities, for
the securities themselves);
c. To promptly surrender securities at maturity or when called for
redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for the Account and such rights entitlement or
fractional interest bears an expiration date, the Bank will
endeavor to obtain State Street Bank's instructions, but should
these not be received in time for the Bank to take timely action,
the Bank is authorized to sell such rights entitlment of fractional
interest and to credit the Account;
e. To hold registered in the name of the nominee of the Bank or its
agents such Securities as are ordinarily held in registered form;
f. To execute in State Street's name for the Account, whenever the
Bank deems it appropriate, such ownership and other certificates as
may be required to obtain the payment of income from the Property;
and
g. To pay or cause to be paid, from the Account any and all taxes and
levies in the nature of taxes imposed on such assets by any
governmental authority and shall use reasonable efforts, to
promptly reclaim any foreign withholding tax relating to the
Account.
6. If the Bank shall receive any proxies, notices, reports or other
communications relative to any of the Securities of the Account in
connection with tender offers, reorganization, mergers,
consolidations, or similar events which may have an impact upon the
issuer thereof, the Bank shall promptly transmit any such
communication to State Street Bank by means as will permit State
Street Bank to take timely action with respect thereto.
7. The Bank is authorized in its discretion to appoint brokers and
agents in connection with the Bank's handling of transactions
relating to the Property provided that any such appointment shall not
relieve the Bank of any of its responsibilities or liabilities
hereunder.
8. Written instructions shall include (i) instructions in writing signed
by such persons as are designated in writing by State Street; (ii)
telex or tested telex instructions of State Street; (iii) other forms
of instruction in computer readable form as shall be customarily
utilized for the transmission of like information; and (iv) such
other forms of communication as from time to time shall be agreed
upon by State Street and the Bank.
9. The Bank shall supply periodic reports with respect to the
safe-keeping of assets held by it under this agreement. The content
of such reports shall include but not be limited to any transfer to
or from any account held by the Bank hereunder and such other
information as State Street may reasonably request.
10. In addition to its obligations under Section 2B hereof, the Bank
shall maintain such other records as may be necessary to identify the
assets hereunder as belonging to each custodian/employee benefit plan
identified in our Schedule attached to this agreement and each
additional account which is identified to this agreement.
11. The Bank agrees that its books and records relating to its actions
under this Agreement shall be opened to the physical, on-premises
inspection and audit at reasonable times by officers of, auditors
employed by or other representatives of State Street (including to
the extent permitted under law the independent public accountants for
any entity whose Property is being held hereunder) and shall be
retained for such period as shall be agreed by State Street and the
Bank.
12. The Bank shall be entitled to reasonable compensation for its
services and expenses as custodian under this Agreement, as agreed
upon from time to time by the Bank and State Street.
13. The Bank shall exercise reasonable care in the performance of its
duties, as are set forth or contemplated herein or contained in
instructions given to the Bank which are not contrary to this
Agreement, shall maintain adequate insurance and agrees to indemnify
and hold harmless, State Street and each Account from and against
loss, damage, cost, expense, liability or claim arising out of or
connection with the Bank's performance of its obligations hereunder.
14. The bank agrees (i) the property held hereunder is not subject to any
right, charge, security interest, lien or claim of any kind in favor
of the Bank or any of its agents or its creditors except a claim of
payment for their safe custody and administration and (ii) the
beneficial ownership of the property shall be freely transferable
without the payment of money or other value other than for safe
custody or administration.
15. The bank agrees to meet State Street Operating Requirements (See
Exhibit A).
16. This Agreement may be terminated by the Bank or State Street by 60
days' written notice to the other, sent by registered mail or express
courier. The Bank, upon the date this Agreement terminates pursuant
to notice which has been given in a timely fashion, shall deliver the
Property to the beneficial owner unless the Bank has received from
the beneficial owner 60 days' prior to the date on which this
Agreement is to be terminated written instructions of State Street
specifying the name(s) of the person(s) to whom the Property shall be
delivered.
17. The Bank and State Street shall each use its best efforts to maintain
the confidentiality of the Property in each Account, subject,
however, to the provisions of any laws requiring the disclosure of
the Property.
18. Unless otherwise specified in this Agreement, all notices with
respect to matters contemplated by this Agreement shall be deemed
duly given when received in writing or by confirmed telex by the Bank
or State Street at their respective addresses set forth below or at
such other address as be specified in each case in a notice similarly
given:
To State Street Master Trust Division, Global Custody
STATE STREET BANK AND TRUST COMPANY
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
X.X.X.
To the Bank
19. This Agreement shall be governed by and construed in accordance with
the laws of ____________________ except to the extent that such
laws are preempted by the laws of the United States of America.
Please acknowledge your agreement to the foregoing by executing a copy of
thie letter.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By:________________________________
Vice President
Date:______________________________
Agreed to by:
By:
_____________________________
Date:________________________
