Exhibit (g.1)
FORM OF
CUSTODY AGREEMENT
THIS AGREEMENT is made effective the ____ day of ____________, 2001, by
and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under
the laws of the commonwealth of Massachusetts, having its principal office at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000("Xxxxx Street"), and each
registered investment company listed on Schedule A hereto, as it may be amended
from time to time, incorporated herein by reference, each having its principal
office and place of business at 0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxx 00000 (each a "Fund").
WITNESSETH:
WHEREAS, Fund desires to appoint State Street as custodian of the assets
of the Fund's investment portfolio or portfolios (each a "Portfolio", and
collectively the "Portfolios"); and
WHEREAS, State Street is willing to accept such appointment on the
terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and appoints
State Street as custodian of the investment securities, interests in loans
and other non-cash investment property, and monies at any time owned by
each of the Portfolios and delivered to State Street as custodian
hereunder ("Assets").
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State Street:
1. That it is a trust duly organized and existing and in good
standing under the laws of its state of organization, and that
it is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
2. That it has the requisite power and authority under
applicable law and its declaration of trust to enter into
this Agreement; it has taken all requisite action necessary
to appoint State Street as custodian for the Portfolios;
this Agreement has been duly executed and delivered by
Fund; and this Agreement constitutes a legal, valid and
binding obligation of Fund, enforceable in accordance with
its terms.
B. State Street hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and
in good standing under the laws of the commonwealth of
Massachusetts; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; this Agreement has been duly executed and delivered
by State Street; and this Agreement constitutes a legal, valid
and binding obligation of State Street, enforceable in
accordance with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to State Street on the
effective date hereof, or as soon thereafter as practicable, and
from time to time thereafter, all Assets acquired by, owned by or
from time to time coming into the possession of each of the
Portfolios during the term hereof. State Street has no
responsibility or liability whatsoever for or on account of
assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause to be
turned over to State Street all of each Portfolio's relevant
accounts and records needed by State Street to perform its duties
and responsibilities hereunder fully and properly . State Street may
rely conclusively on the completeness and correctness of such
accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio
segregated in a separate account. Upon delivery of any such
Assets to a subcustodian appointed pursuant hereto (hereinafter
referred to as "Subcustodian"), State Street will create and
maintain records identifying such Assets as belonging to the
applicable Portfolio. State Street is responsible for the
safekeeping of the Assets only until they have been transmitted
to and received by other persons as permitted under the terms
hereof, except for Assets transmitted to Subcustodians, for
which State Street remains responsible to the extent provided
herein. State Street may participate directly or indirectly
through a subcustodian in the Depository Trust Company (DTC),
Treasury/Federal Reserve Book Entry System (Fed System),
Participant Trust Company (PTC) or other depository approved by
Fund (as such entities are defined at 17 CFR Section
270.17f-4(b)) (each a "Depository" and collectively the
"Depositories"). State Street will be responsible to Fund for
any loss, damage or expense suffered or incurred by Fund
resulting from the actions or omissions of any Depository only to
the same extent such Depository is responsible to State Street.
D. Registration. State Street will at all times hold registered
Assets in the name of State Street as custodian, the applicable
Portfolio, or a nominee of either of them, unless specifically
directed by Instructions, as hereinafter defined, to hold such
registered Assets in so-called "street name;" provided that, in
any event, State Street will hold all such Assets in an account
of State Street as custodian containing only Assets of the
applicable Portfolio, or only assets held by State Street as a
fiduciary or custodian for customers; and provided further, that
State Street's records at all times will
indicate the Portfolio or other customer for which such Assets are
held and the respective interests therein. If, however, Fund directs
State Street to maintain Assets in "street name", notwithstanding
anything contained herein to the contrary, State Street will be
obligated only to utilize its best efforts to timely collect income
due the Portfolio on such Assets and to notify the Portfolio of
relevant information, such as maturities and pendency of calls, and
corporate actions including, without limitation, calls for
redemption, tender or exchange offers, declaration, record and
payment dates and amounts of any dividends or income,
reorganization, recapitalization, merger, consolidation, split-up of
shares, change of par value, or conversion ("Corporate Actions").
All Assets and the ownership thereof by Portfolio will at all times
be identifiable on the records of State Street. Fund agrees to hold
State Street and its nominee harmless for any liability as a
shareholder of record of securities held in custody.
E. Exchange. Upon receipt of Instructions, State Street will
exchange, or cause to be exchanged, Assets held for the account
of a Portfolio for other Assets issued or paid in connection with
any Corporate Action or otherwise, and will deposit any such
Assets in accordance with the terms of any such Corporate
Action. Without Instructions, State Street is authorized to
exchange Assets in temporary form for Assets in definitive form,
to effect an exchange of shares when the par value of stock is
changed, and, upon receiving payment therefor, to surrender bonds
or other Assets at maturity or when advised of earlier call for
redemption, except that State Street will receive Instruction
prior to surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On each
business day on which a Portfolio makes a purchase of Assets other
than options and futures, Fund will deliver to State Street
Instructions specifying with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased,
and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission,
taxes and other expenses payable in connection with the
purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer
through whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or
via a specified Depository.
In accordance with such Instructions, State Street will pay for out
of monies held for the purchasing Portfolio, but only insofar as
such monies are available for such purpose, and receive the Assets
so purchased by or for the account of such Portfolio, except that
State Street, or a Subcustodian, may in its sole discretion advance
funds
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to such Portfolio which may result in an overdraft because the
monies held on behalf of such Portfolio are insufficient to pay the
total amount payable upon such purchase. Except as otherwise
instructed by Fund, State Street will make such payment only upon
receipt of Assets: (a) by State Street; (b) by a clearing
corporation of a national exchange of which State Street is a
member; or (c) by a Depository. Notwithstanding the foregoing, (i)
State Street may release funds to a Depository prior to the receipt
of advice from the Depository that the Assets underlying a
repurchase agreement have been transferred by book-entry into the
account maintained with such Depository by State Street on behalf of
its customers; provided that State Street's instructions to the
Depository require that the Depository make payment of such funds
only upon transfer by book-entry of the Assets underlying the
repurchase agreement in such account; (ii) State Street may make
payment for time deposits, call account deposits, currency deposits
and other deposits, foreign exchange transactions, futures contracts
or options, before receipt of an advice or confirmation evidencing
said deposit or entry into such transaction; and (iii) State Street
may make, or cause a Subcustodian to make, payment for the purchase
of Assets the settlement of which occurs outside of the United
States of America in accordance with generally accepted local custom
and market practice.
G. Sales and Deliveries of Investments -- Other Than Options and
Futures. On each business day on which a Portfolio makes a sale of
Assets other than options and futures, Fund will deliver to State
Street Instructions specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes
or other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such
sale; and
9. The name and address of the broker or dealer through whom
or person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets thus
designated as sold for the account of the selling Portfolio as
specified in the Instructions. Except as otherwise instructed by
Fund, State Street will make such delivery upon receipt of: (a)
payment therefor in such form as is satisfactory to State Street;
(b) credit to the account of State Street with a clearing
corporation of a national securities exchange of which State Street
is a member; or (c) credit to the account maintained by State Street
on behalf of its customers with a Depository. Notwithstanding the
foregoing: (i) State Street will deliver Assets held in physical
form in accordance with "street delivery custom" to a broker or its
clearing agent; or (ii) State Street may make, or
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cause a Subcustodian to make, delivery of Assets the settlement of
which occurs outside of the United States of America upon payment
therefor in accordance with generally accepted local custom and
market practice.
H. Purchases or Sales of Options and Futures. On each business day on
which a Portfolio makes a purchase or sale of the options and/or
futures listed below, Fund will deliver to State Street Instructions
specifying with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such
purchase or sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom
the sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising,
expiring or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through
whom the sale or purchase was made, or other
applicable settlement instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the contract and,
when available, the closing level, thereof;
b. The index level on the date the contract is entered
into;
c. The multiple;
d. Any margin requirements;
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e. The need for a segregated margin account (in addition to
Instructions, and if not already in the possession of
State Street, Fund will deliver a substantially complete
and executed custodial safekeeping account and
procedural agreement, incorporated herein by reference);
and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional terms
and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will release or
cause to be released Assets to the designated pledgee by
way of pledge or hypothecation to secure any loan incurred
by a Portfolio; provided, however, that State Street will
release Assets 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,
further Assets may be released or caused to be released for
that purpose. Upon receipt of Instructions, State Street
will pay, but only from funds available for such purpose,
any such loan upon redelivery to it of the Assets pledged
or hypothecated therefor and upon surrender of the note or
notes evidencing such loan.
2. Upon receipt of Instructions, State Street will release
Assets to the designated borrower; provided, however, that
the Assets will be released only upon deposit with State
Street of full cash collateral as specified in such
Instructions, and that the lending Portfolio will retain
the right to any dividends, interest or distribution on
such loaned Assets. Upon receipt of Instructions and the
loaned Assets, State Street will release the cash
collateral to the borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings
with the Assets except as may be otherwise provided herein or
upon Instruction from Fund.
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K. Deposit Accounts. State Street will open and maintain one or
more special purpose deposit accounts for each Portfolio in the
name of State Street in such banks or trust companies (including,
without limitation, affiliates of State Street) as may be
designated by it or Fund in writing ("Accounts"), subject only to
draft or order by State Street upon receipt of Instructions.
State Street will deposit all monies received by State Street
from or for the account of a Portfolio in an Account maintained
for such Portfolio. Subject to Section 5.L hereof, State Street
agrees:
1. To make Fed Funds available to the applicable Portfolio at
9:00 a.m., Kansas City time, on the second business day
after deposit of any check into an Account, in the amount
of the check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after
deposit of ACH wires.
L. Income and Other Payments. State Street will:
1. Collect, claim and receive and deposit for the account of
the applicable Portfolio all income (including income from
the Accounts) and other payments which become due and
payable on or after the effective date hereof with respect
to the Assets, and credit the account of such Portfolio in
accordance with the schedule attached hereto as Exhibit A.
If, for any reason, a Portfolio is credited with income
that is not subsequently collected, State Street may
reverse that credited amount. If monies are collected
after such reversal, State Street will credit the Portfolio
in that amount;
2. Execute ownership and other certificates and affidavits for
all federal, state and local tax purposes in connection
with the collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of
such income and other payments, including but not limited
to the presentation for payment of all coupons and other
income items requiring presentation; and all other Assets
which may mature or be called, redeemed, retired or
otherwise become payable and regarding which State Street
has actual knowledge, or should reasonably be expected to
have knowledge; and (b) the endorsement for collection, in
the name of Fund or a Portfolio, of all checks, drafts or
other negotiable instruments.
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Xxxxx Xxxxxx, however, will not be required to institute suit or
take other extraordinary action to enforce collection except upon
receipt of Instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or other
actions. State Street will receive, claim and collect all stock
dividends, rights and other similar items and will deal with the
same pursuant to Instructions.
M. Proxies and Notices. State Street will promptly deliver or mail
(or have delivered or mailed) to Fund all proxies properly
signed, all notices of meetings, all proxy statements and other
notices, requests or announcements affecting or relating to
Assets and will, upon receipt of Instructions, execute and
deliver or mail (or cause its nominee to execute and deliver or
mail) such proxies or other authorizations as may be required.
Except as provided herein or pursuant to Instructions hereafter
received by State Street, neither it nor its nominee will
exercise any power inherent in any such Assets, including any
power to vote the same, or execute any proxy, power of attorney,
or other similar instrument voting any of such Assets, or give
any consent, approval or waiver with respect thereto, or take any
other similar action.
N. Disbursements. State Street will pay or cause to be paid,
insofar as funds are available for the purpose, bills, statements
and other obligations of each Portfolio (including but not
limited to obligations in connection with the conversion,
exchange or surrender of Assets, interest charges, dividend
disbursements, taxes, management fees, custodian fees, legal
fees, auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other operating
expenses of such Portfolio) pursuant to Instructions setting
forth the name of the person to whom payment is to be made, and
the amount and purpose of the payment.
O. Daily Statement of Accounts. State Street will, within a
reasonable time, render to Fund a detailed statement of the
amounts received or paid and of Assets received or delivered for
the account of each Portfolio during each business day. State
Street will maintain such books and records as are necessary to
enable it to render, from time to time upon request by Fund, a
detailed statement of the Assets. State Street will permit, and
upon Instruction will cause any Subcustodian to permit, such
persons as are authorized by Fund, including Fund's independent
public accountants, reasonable access to such records or will
provide reasonable confirmation of the contents of such records,
and if demanded, State Street will permit, and will cause any
Subcustodian to permit, federal and state regulatory agencies to
examine the Assets, books and records of the Portfolios.
P. Appointment of Subcustodians. Notwithstanding any other
provisions hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or
trust companies (including, without limitation, affiliates
of State Street) acting as Subcustodians as may be selected
by State Street. Any such Subcustodian selected by State
Street must have the qualifications required for a
custodian under the 0000 Xxx. Xxxxx Xxxxxx will be
responsible to the applicable Portfolio for any loss,
damage or expense suffered or incurred by such Portfolio
resulting from the actions or
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omissions of any Subcustodians selected and appointed by State
Street (except Subcustodians appointed at the request of Fund
and as provided in Subsection 2 below) to the same extent
State Street would be responsible to Fund hereunder if it
committed the act or omission itself.
2. Upon request of Fund, State Street will contract with other
Subcustodians reasonably acceptable to State Street for
purposes of (a) effecting third-party repurchase
transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or
subcustodian, or (b) providing depository and clearing
agency services with respect to certain variable rate
demand note securities, or (c) for other reasonable
purposes specified by Fund; provided, however, that State
Street will be responsible to Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the
actions or omissions of any such Subcustodian only to the
same extent such Subcustodian is responsible to State
Street. Fund may review State Street's contracts with such
Subcustodians.
Q. Foreign Custody Manager.
1. Delegation to State Street as FCM. The Fund, pursuant to
resolution adopted by its Board of Trustees or Directors
(the "Board"), hereby delegates to State Street, subject to
Section (b) of Rule 17f-5, the responsibilities set forth
in this Section Q with respect to Foreign Assets held
outside the United States, and State Street hereby accepts
such delegation, as Foreign Custody Manager ("FCM") of each
Portfolio.
2. Definitions. Capitalized terms in this Section Q have
the following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular
country including, but not limited to, such country's
political environment; economic and financial infrastructure
(including financial institutions such as any Mandatory
Securities Depositories 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, except that the term does not
include Mandatory Securities Depositories.
"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
in amounts deemed by Fund to be reasonably necessary to effect
the Portfolios' transactions in such investments.
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"Foreign Custody Manager" or "FCM" has the meaning set forth
in section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency that, either as a legal or
practical matter, must be used if the Fund determines to place
Foreign Assets in a country outside the United States (i)
because required by law or regulation; (ii) because securities
cannot be withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or effecting
trades in securities outside the foreign securities depository
or clearing agency is not consistent with prevailing or
developing custodial or market practices.
3. Countries Covered. The FCM is responsible for
performing the delegated responsibilities defined below
only with respect to the countries and custody arrangements
for each such country listed on Exhibit C hereto , which
may be amended from time to time by the FCM. The FCM will
list on Exhibit C the Eligible Foreign Custodians selected
by the FCM to maintain the assets of each Portfolio.
Mandatory Securities Depositories are listed on Exhibit D
hereto, which Exhibit D may be amended from time to time by
the FCM. The FCM will provide amended versions of Exhibits
C and D in accordance with subsection 7 of this Section Q.
Upon the receipt by the FCM of Instructions to open an
account, or to place or maintain Foreign Assets, in a country
listed on Exhibit C, and the fulfillment by the Fund of the
applicable account opening requirements for such country, the
FCM is deemed to have been delegated by the Board
responsibility as FCM with respect to that country and to have
accepted such delegation. Following the receipt of
Instructions directing the FCM to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the
FCM in a designated country, the delegation by the Board to
State Street as FCM for that country is deemed to have been
withdrawn and State Street will immediately cease to be the
FCM of the Portfolio with respect to that country.
The FCM 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
as to which the parties agree in writing) after receipt of any
such notice by the Fund, State Street will have no further
responsibility as FCM to a Portfolio with respect to the
country as to which State Street's acceptance of delegation is
withdrawn.
4. Scope of Delegated Responsibilities.
a. Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section Q, the FCM may place and
maintain the Foreign Assets in the care of the Eligible
Foreign Custodian selected by the
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FCM in each country listed on Exhibit C, as amended from
time to time.
In performing its delegated responsibilities as FCM to
place or maintain Foreign Assets with an Eligible
Foreign Custodian, the FCM will 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, those set forth in Rule
17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM
will determine that the contract (or the rules or
established practices or procedures in the case of an
Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing
the foreign custody arrangements with each Eligible
Foreign Custodian selected by the FCM will provide
reasonable care for the Foreign Assets held by that
Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country.
Each such contract will include the provisions set
forth in Rule 17f-5(c)(2)(I)(A) through (F), or, in
lieu of any or all of the provisions set forth in
said (A) through (F), such other provisions that the
FCM determines will provide, in their entirety, the
same or greater level of care and protection for the
Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains
Foreign Assets with an Eligible Foreign Custodian
selected by the FCM, the FCM will establish a system
to monitor (a) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian
and (b) the contract governing the custody
arrangements established by the FCM with the Eligible
Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible
Foreign Custodian it has selected are no longer
appropriate, the FCM will notify the Board in
accordance with subsection 7 of this Section Q.
5. Guidelines for the Exercise of Delegated Authority. For
purposes of this Section Q, the Board will be solely
responsible for considering and determining to accept such
Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which State Street is
serving as FCM of a Portfolio, and the Board will be solely
responsible for monitoring on a continuing basis such
Country Risk to the extent that the Board considers
necessary or appropriate. The Fund, on behalf of the
Portfolios, and State Street each expressly acknowledge
that the FCM will
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not be delegated any responsibilities under this Section Q
with respect to Mandatory Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
responsibilities delegated to it, the FCM 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.
7. Reporting Requirements. The FCM will 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
amended Exhibits C and D at the end of the calendar quarter
in which an amendment to either Schedule has occurred. The
FCM will make written reports notifying the Board of any
other material change in the foreign custody arrangements
of a Portfolio described in this Section Q after the
occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM
represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5.
The Fund represents to State Street that the Board has
determined that it is reasonable for the Board to rely on
State Street to perform the responsibilities delegated
pursuant to this Contract to State Street as the FCM of each
Portfolio.
9. Effective Date and Termination of State Street as FCM. The
Board's delegation to State Street as FCM of a Portfolio
will be effective as of the date hereof and will 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 days after receipt by the non-terminating party of
such notice. The provisions of subsection 3 of this
Section Q govern the delegation to and termination of State
Street as FCM of the Fund with respect to designated
countries.
R. Accounts and Records Property of Fund. State Street acknowledges
that all of the accounts and records maintained by State Street
pursuant hereto are the property of Fund, and will be made
available to Fund for inspection or reproduction within a
reasonable period of time, upon demand. State Street will assist
Fund's independent auditors, or upon the prior written approval
of Fund, or upon demand, any regulatory body, in any requested
review of Fund's accounts and records, provided that Fund will
reimburse State Street for all expenses and employee time
invested in any such review outside of routine and normal
periodic reviews. Upon receipt from Fund of the necessary
information or instructions, State Street will supply information
from the books and records it maintains for Fund that Fund may
reasonably request for tax returns, questionnaires, periodic
reports to shareholders and such other reports and information
requests as Fund and State Street may agree upon from time to
time.
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S. Adoption of Procedures. State Street and Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto as Exhibit
B. State Street and Fund may from time to time adopt such
additional procedures as they agree upon, and State Street may
conclusively assume that no procedure approved or directed by
Fund, Fund's or Portfolio's accountants or other advisors
conflicts with or violates any requirements of the prospectus,
declaration of trust, any applicable law, rule or regulation, or
any order, decree or agreement by which Fund may be bound. Fund
will be responsible for notifying State Street of any changes in
statutes, regulations, rules, requirements or policies which may
impact State Street's responsibilities or procedures under this
Agreement.
T. Advances. Fund will pay on demand any advance of cash or
securities made by State Street or any Subcustodian, in its sole
discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange or
foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be subject
to an overdraft charge at the rate set forth in the then-current
fee schedule from the date advanced until the date repaid. As
security for each such advance, Fund hereby grants State Street
and such Subcustodian a lien on and security interest in all
Assets at any time held for the account of the applicable
Portfolio, including without limitation all Assets acquired with
the amount advanced. Should Fund fail to promptly repay the
advance, State Street and such Subcustodian may utilize available
cash and dispose of such Portfolio's Assets pursuant to
applicable law to the extent necessary to obtain reimbursement of
the amount advanced and any related overdraft charges.
U. Exercise of Rights; Tender Offers. Upon receipt of Instructions,
State Street will: (1) deliver warrants, puts, calls, rights or
similar securities to the issuer or trustee thereof, or to the
agent of such issuer or trustee, for the purpose of exercise or
sale, provided that the new Assets, if any, are to be delivered
to State Street; and (2) deposit securities upon invitations for
tenders thereof, provided that the consideration for such
securities is to be paid or delivered to State Street or the
tendered securities are to be returned to State Street.
V. Fund Shares.
1. Fund will deliver to State Street Instructions with respect to
the declaration and payment of any dividend or other
distribution on the shares of capital stock of a Portfolio
("Fund Shares") by a Portfolio. On the date specified in
such Instruction, State Street will pay out of the monies
held for the account of the Portfolio, insofar as it is
available for such purposes, and credit to the account of
the Dividend Disbursing Agent for the Portfolio, the amount
specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give State Street
Instructions regarding the aggregate dollar amount to be
paid for such shares. Upon receipt of such Instruction,
State
13
Street will charge such aggregate dollar amount to the account
of the Portfolio and either deposit the same in the account
maintained for the purpose of paying for the repurchase or
redemption of Fund Shares or deliver the same in accordance
with such Instruction. State Street has no duty or
responsibility to determine that Fund Shares have been removed
from the proper shareholder accounts or that the proper number
of Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from Fund, Fund will
deposit or cause to be deposited with State Street the amount
received for such shares. State Street has no duty or
responsibility to determine that Fund Shares purchased from
Fund have been added to the proper shareholder account or that
the proper number of such shares have been added to the
shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which State Street reasonably believes were given by
a designated representative of Fund. Fund will deliver to State
Street, prior to delivery of any Assets to State Street and
thereafter from time to time as changes therein are necessary,
written Instructions naming one or more designated
representatives to give Instructions in the name and on behalf of
Fund, which Instructions may be received and accepted by State
Street as conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in
full force and effect until receipt by State Street of notice to
the contrary. Unless such written Instructions delegating
authority to any person to give Instructions specifically limit
such authority to specific matters or require that the approval
of anyone else will first have been obtained, State Street will
be under no obligation to inquire into the right of such person,
acting alone, to give any Instructions whatsoever. If Fund fails
to provide State Street any such Instructions naming designated
representatives, any Instructions received by State Street from a
person reasonably believed to be an appropriate representative of
Fund will constitute valid and proper Instructions hereunder.
The term "designated representative" may include Fund's or a
Portfolio's employees and agents, including investment managers
and their employees.
B. No later than the next business day immediately following each oral
Instruction, Fund will send State Street written confirmation of
such oral Instruction. At State Street's sole discretion, State
Street may record on tape, or otherwise, any oral Instruction
whether given in person or via telephone, each such recording
identifying the date and the time of the beginning and ending of
such oral Instruction.
14
C. Fund will provide, upon State Street's request a certificate
signed by an officer or designated representative of Fund, as
conclusive proof of any fact or matter required to be ascertained
from Fund hereunder. Fund will also provide State Street
Instructions with respect to any matter concerning this Agreement
requested by State Street. If State Street reasonably believes
that it could not prudently act according to the Instructions, or
the instruction or advice of Fund's or a Portfolio's accountants
or counsel, it may in its discretion, with notice to Fund, not
act according to such Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not
responsible or liable for, and Fund will indemnify and hold State
Street harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees (including, without limitation,
disbursements and the allocable cost of in-house counsel), payments and
liabilities which may be asserted against or incurred by State Street
or for which State Street may be held to be liable, arising out of or
attributable to:
A. State Street's action or failure to act pursuant hereto; provided
that State Street has acted in good faith and with reasonable care;
and provided further, that, in no event is State Street liable for
consequential, special, or punitive damages;
B. State Street's payment of money as requested by Fund, or the taking
of any action which might make it or its nominee liable for payment
of monies or in any other way; provided, however, that nothing
herein obligates State Street to take any such action or expend its
own monies except in its sole discretion;
C. State Street's action or failure to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or other
instrument or paper appearing to it to be genuine and to have been
properly executed, including any Instruction, communications, data
or other information received by State Street by means of the
Systems, as hereinafter defined, or any electronic system of
communication;
D. State Street's action or failure to act in good faith reliance on
the advice or opinion of counsel for Fund or of its own counsel
with respect to questions or matters of law, which advice or
opinion may be obtained by State Street at the expense of Fund,
or on the Instruction, advice or statements of any officer or
employee of Fund, or Fund's accountants or other authorized
individuals, and other persons believed by it in good faith to be
expert in matters upon which they are consulted;
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
State Street is under no duty or obligation to inquire into:
1. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof or
of foreign currency positions, or evidence of ownership
required by Fund to be received by State Street, or the
propriety of the decision to purchase or the amount paid
therefor;
15
2. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the
propriety of the amount for which the same are sold; or
3. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefor, the
legality of the repurchase or redemption of any Fund Shares,
or the propriety of the amount to be paid therefor, or the
legality of the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment of any
stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided to
State Street by or on behalf of a Portfolio, or the failure of Fund
to provide, or provide in a timely manner, any accounts, records, or
information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including
without limitation Fund's failure to pay or reimburse State Street
under Section 5 hereof), Fund's negligence or willful misconduct, or
the failure of any representation or warranty of Fund hereunder to
be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder,
by Fund or by any person who acquires access to the Systems or
such other systems through the terminal device, passwords, access
instructions or other means of access to such Systems or such
other system which are utilized by, assigned to or otherwise made
available to Fund, except to the extent attributable to any
negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that State
Street will advise Fund promptly if it fails to receive any such
money in the ordinary course of business and will cooperate with
Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the
acts, omissions, defaults or insolvency of any broker, bank,
trust company, securities system or any other person with whom
State Street may deal; and
K. The failure or delay in performance of its obligations hereunder,
or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by
circumstances beyond the affected entity's reasonable control,
including, without limitation: any interruption, loss or
malfunction of any utility, transportation, computer (hardware or
software) or communication service; inability to obtain labor,
material, equipment or transportation, or a delay in mails;
governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot,
16
emergency, civil disturbance, terrorism, vandalism, explosions,
labor disputes, freezes, floods, fires, tornadoes, acts of God or
public enemy, revolutions, or insurrection.
6. COMPENSATION. In consideration for its services hereunder, Fund will
pay to State Street the compensation set forth in a separate fee
schedule, incorporated herein by reference, to be agreed to by Fund and
State Street from time to time, and, upon demand, reimbursement for
State Street's cash disbursements and reasonable out-of-pocket costs
and expenses, including attorney's fees and disbursements, incurred by
State Street in connection with the performance of services hereunder.
State Street may charge such compensation against monies held by it for
the account of the Portfolios. State Street will also be entitled to
charge against any monies held by it for the account of the Portfolios
the amount of any loss, damage, liability, advance, overdraft or
expense for which it is entitled to reimbursement from Fund, including
but not limited to fees and expenses due to State Street for other
services provided to Fund by State Street. State Street will be
entitled to reimbursement by Fund for the losses, damages, liabilities,
advances, overdrafts and expenses of Subcustodians only to the extent
that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State
Street is obligated to reimburse the Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a period
of one (1) year. Thereafter, either Fund or State Street may terminate
this Agreement by notice in writing, delivered or mailed, postage prepaid,
to the other party and received not less than ninety (90) days prior to
the date upon which such termination will take effect. Upon termination
hereof:
A. Fund will pay State Street its fees and compensation due
hereunder and its reimbursable disbursements, costs and expenses
paid or incurred to such date;
B. Fund will designate a successor custodian by Instruction to State
Street by the termination date. In the event no such Instruction
has been delivered to State Street on or before the date when
such termination becomes effective, then State Street may, at its
option, (i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940
Act and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its
last published report, or (ii) apply to a court of competent
jurisdiction for the appointment of a successor or other proper
relief, or take any other lawful action under the circumstances;
provided, however, that Fund will reimburse State Street for its
costs and expenses, including reasonable attorney's fees,
incurred in connection therewith; and
C. State Street will, upon payment of all sums due to State Street
from Fund hereunder or otherwise, deliver all Assets, duly
endorsed and in form for transfer, to the successor custodian, or
as specified by the court, at State Street's office. State
Street will co-operate in effecting changes in book-entries at
all Depositories. Upon delivery to a successor or as specified
by the court, State Street will have no further
17
obligations or liabilities hereunder. Thereafter such successor will
be the successor hereunder and will be entitled to reasonable
compensation for its services.
In the event that Assets remain in the possession of State Street after
the date of termination hereof for any reason other than State Street's
failure to deliver the same, State Street is entitled to compensation as
provided in the then-current fee schedule for its services during such
period, and the provisions hereof relating to the duties and obligations
of State Street will remain in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed
to Fund at the address set forth above, or at such other address as
Fund may have designated to State Street in writing, will be deemed to
have been properly given to Fund hereunder. Notices, requests,
Instructions and other writings addressed to State Street at State
Street Kansas City, 801 Pennsylvania, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attention: Custody Department, or to such other address as it may have
designated to Fund in writing, will be deemed to have been properly
given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. If State Street provides Fund direct access to the computerized
investment portfolio custody systems used by State Street
("Systems") or if State Street and Fund agree to utilize any
electronic system of communication, Fund agrees to implement and
enforce appropriate security policies and procedures to prevent
unauthorized or improper access to or use of the Systems or such
other system.
B. Fund will preserve the confidentiality of the Systems and the
tapes, books, reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant
to, the Systems and the business of State Street or its
affiliates ("Confidential Information"). Fund agrees that it
will not voluntarily disclose any such Confidential Information
to any other person other than its own employees who reasonably
have a need to know such information pursuant hereto. Fund will
return all such Confidential Information to State Street upon
termination or expiration hereof.
C. Fund has been informed that the Systems are owned by or licensed
for use by State Street and its affiliates from one or more third
parties ("Licensors"), and Fund acknowledges that State Street
and Licensors have proprietary rights in and to the Systems and
all other State Street or Licensor programs, code, techniques,
know-how, data bases, supporting documentation, data formats, and
procedures, including without limitation any changes or
modifications made at the request or expense or both of Fund
(collectively, the "Protected Information"). Fund acknowledges
that the Protected Information constitutes confidential material
and trade secrets of State Street and Licensors. Fund will
preserve the confidentiality of the Protected Information, and
Fund hereby acknowledges that any unauthorized use, misuse,
disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer system, or
computer network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system,
18
or computer network, may be subject to civil liabilities and
criminal penalties under applicable law. Fund will so inform
employees and agents who have access to the Protected Information or
to any computer equipment capable of accessing the same. Licensors
are intended to be and are third party beneficiaries of Fund's
obligations and undertakings contained in this Section.
D. Fund hereby represents and warrants to State Street that it has
determined to its satisfaction that the Systems are appropriate and
suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE
WARRANTIES STATED EXPRESSLY HEREIN.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio,
the following provisions apply:
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the
context otherwise requires, with respect to every transaction
covered hereby, every reference herein to Fund is deemed to
relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any other
Portfolio. The use of this single document to memorialize the
separate agreement as to each Portfolio is understood to be for
clerical convenience only and will not constitute any basis for
joining the Portfolios for any reason.
B. Fund may appoint State Street as its custodian for additional
Portfolios from time to time by written notice, provided that State
Street consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by State Street and Fund
in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of
the commonwealth of Massachusetts, without reference to the choice
of laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to
and will continue after and survive the expiration, termination or
cancellation hereof.
19
D. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed by
each party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions hereof or to enforce any rights resulting
from any breach of any of the terms or conditions hereof,
including the payment of damages, will not be construed as a
continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same will continue and remain in
full force and effect as if no such forbearance or waiver had
occurred. No waiver, release or discharge of any party's rights
hereunder will be effective unless contained in a written
instrument signed by the party sought to be charged.
F. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each
of which is deemed an original but all of which together
constitute one and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain
in full force and effect and will remain enforceable to the fullest
extent permitted by applicable law.
I. The benefits of this Agreement may not be assigned by either party
nor may either party delegate all or a portion of its duties
hereunder without the prior written consent of the other party.
Notwithstanding the foregoing, Fund agrees that State Street may
delegate all or a portion of its duties to an affiliate of State
Street, provided that such delegation will not reduce the
obligations of State Street under this Agreement.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State Street
and Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by either party hereunder
will not affect any rights or obligations of the other party
hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
STATE STREET BANK AND TRUST [FUND]
COMPANY
By:
---------------------------------------- By:
----------------------------
On behalf of the Fund
Title:
-------------------------------------
20
Title:
----------------------------
21
SCHEDULE A
[NAME(S) OF FUND(S)]
22
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
FOREIGN--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.
MARKET INCOME POLICY MARKET INCOME POLICY MARKET INCOME POLICY
------ ------------- ------ ------------- ------ -------------
Argentina Actual Hong Kong Contractual Poland Actual
Australia Contractual Hungary Actual Portugal Contractual
Austria Contractual India Actual Russia Actual
Bahrain Actual Indonesia Actual Singapore Contractual
Bangladesh Actual Ireland Actual Slovak Actual
Republic
Belgium Contractual Israel Actual South Africa Actual
Bermuda Actual Italy Contractual South Korea Actual
* Bolivia Actual Ivory Coast Actual Spain Contractual
Botswana Actual * Jamaica Actual Sri Lanka Actual
Brazil Actual Japan Contractual Swaziland Actual
Canada Contractual Jordan Actual Sweden Contractual
Chile Actual Kenya Actual Switzerland Contractual
China Actual Lebanon Actual Taiwan Actual
Colombia Actual Luxembourg Actual Thailand Actual
Cyprus Actual Malaysia Actual * Trinidad Actual
& Tobago
Czech Republic Actual Mauritius Actual * Tunisia Actual
Denmark Contractual Mexico Actual Turkey Actual
Ecuador Actual Morocco Actual United Kingdom Contractual
Egypt Actual Namibia Actual United States See Attached
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
Euro CDs Actual New Zealand Contractual Venezuela Actual
Finland Contractual Norway Contractual Zambia Actual
France Contractual Oman Actual Zimbabwe Actual
Germany Contractual Pakistan Actual
Ghana Actual Peru Actual
Greece Actual Philippines Actual
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with Income
Policy of Xxxxxxxxxxx.
00
XXXXXX XXXXXX--
INCOME TYPE DTC FED PTC PHYSICAL
----------- --- --- --- --------
Dividends Contractual N/A N/A Actual
Fixed Rate Contractual Contractual N/A Actual
Interest
Variable Rate Contractual Contractual N/A Actual
Interest
GNMA I N/A N/A Contractual PD +1 N/A
GNMA II N/A N/A Contractual PD*** N/A
Mortgages Actual Contractual Contractual Actual
Maturities Actual Contractual N/A Actual
Exceptions to the above Contractual Income Policy include securities that
are:
< Involved in a trade whose settlement either failed, or is pending
over the record date, (excluding the United States);
< On loan under a self directed securities lending program other than
State Street's own vendor lending program;
< Known to be in a condition of default, or suspected to present a
risk of default or payment delay;
< In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
< Securities whose amount of income and redemption cannot be
calculated in advance of payable date, or determined in advance of
actual collection, examples include ADRs;
< Payments received as the result of a corporate action, not limited
to, bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business
day, Payable/Distribution Date is the next business day. If the 19th is
not a business day, but the 20th is a business day, Payable/Distribution
date is the first business day after the 20th. If both the 19th and 20th
are not business days, Payable/Distribution will be the next business day
thereafter.
EXHIBIT B--FUNDS TRANSFER OPERATING GUIDELINES
1.
OBLIGATION OF THE SENDER: State Street Bank and Trust Company ("SSB") is
authorized to promptly debit Client's account(s) upon the receipt of a
payment order in compliance with any of the Security Procedures chosen by
the Client, from those offered on the attached selection form (and any
updated selection forms hereafter executed by the Client), for funds
transfers and in the amount of money that SSB has been instructed to
transfer. SSB is hereby instructed to accept funds transfer instructions
only via the delivery methods and Security Procedures indicated on the
attached selection form (and any updated executed by the Client). The
Client agrees that the Security Procedures are reasonable and adequate for
its wire transfer transactions and agrees to be bound by any payment
orders, amendments and cancellations, whether or not authorized, issued in
its name and accepted by SSB after being confirmed by any of the selected
Security Procedures. The Client also agrees to be bound by any other valid
and authorized payment order accepted by SSB. SSB shall execute payment
orders in compliance with the selected Security Procedures and with the
Client's/Investment Manager's instructions on the execution date provided
that such payment order is received by the customary
24
deadline for processing such a request, unless the payment order specifies
a later time. SSB will use reasonable efforts to execute on the execution
date payment orders received after the customary deadline, but if it is
unable to execute any such payment order on the execution date, such
payment order will be deemed to have been received on the next business
day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by SSB at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. SSB will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4. REJECTION: SSB reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB complies with the selected Security Procedures.
The Security Procedures are established for the purpose of authenticating
payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: SSB shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB be liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, SSB or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional until
final settlement for such entry is received from the Federal Reserve Bank. If
such final settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through
SSB's account statements, advices, information systems, or by facsimile or
callback. The Client must report any objections to the execution of a
payment order within 30 days.
10. MISCELLANEOUS: SSB may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
25
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures indicated
below.
[] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is
limited to securities brokers and dealers, clearing and depository
institutions, recognized exchanges for securities, and investment management
institutions. SWIFT provides a number of security features through
encryption and authentication to protect against unauthorized access, loss
or wrong delivery of messages, transmission errors, loss of confidentiality
and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU)
data communications between the Client and/or its agent and SSB and/or its
agent. Security procedures include encryption and/or the use of a test key
by those individuals authorized as Automated Batch Verifiers or a callback
procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically used
for high-volume business such as shareholder redemptions and dividend
payments.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB or its agent receives an automated transmission from a Client for the
initiation of payment (credit) or collection (debit) transactions through
the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. The transmission is sent from the
Client's or its agent's system to SSB's or its agent's system with
encryption.
[] REPETITIVE WIRES
For situations where funds are transferred periodically from an existing
authorized account to the same payee (destination bank and account number)
and only the date and currency amount are variable, a repetitive wire may be
implemented. Repetitive wires will be subject to a $10 million limit. If the
payment order exceeds the $10 million limit, the instruction will be
confirmed by Telephone Confirmation (Call Back) or Test Key prior to
execution. Repetitive wire instructions must be reconfirmed annually.
Clients may establish Repetitive Wires by following the agreed upon security
procedures as described by Telephone Confirmation (Call Back) or Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts. IF THIS OPTION IS SELECTED, CHOOSE EITHER
TELEPHONE CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN
OVER $10 MILLION.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB to a counter party on the Client's established
list of authorized counter parties. Only the date and the dollar amount are
variable. Clients may establish Standby Instructions by following the agreed
upon security procedures as described by Telephone Confirmation (Call Back)
or Test Key.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase
Agreements. IF THIS OPTION IS SELECTED, CHOOSE EITHER TELEPHONE CONFIRMATION
OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN OVER $10 MILLION.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of the
payment order, will contact someone other than the originator at the
Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures. PLEASE COMPLETE THE TELEPHONE
CONFIRMATION INSTRUCTIONS ATTACHED AS A SCHEDULE HERETO.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide test
keys if this option is chosen. SSB will verify that the instruction contains
the signature of an authorized person and prior to execution of the payment
order, will authenticate the test key provided with the corresponding test
key at SSB.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
---------------------------------------
Authorized Signature
-------------------------------------------
Type or Print Name
-------------------------------------------
Title
-------------------------------------------
Date
26
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
--------------------------------------------
Company Name
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
------------------------------ ------------------------------
Name Name
------------------------------ ------------------------------
Address Address
------------------------------ ------------------------------
City/State/Zip Code City/State/Zip Code
------------------------------ ------------------------------
Telephone Number Telephone Number
------------------------------ ------------------------------
Facsimile Number Facsimile Number
------------------------------
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
------------------------------ ------------------------------ ------------------------------
27
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY
DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada State Street Trust Company Canada --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited, Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus Cypress Popular Bank Ltd. --
Czech Ceskoslovenska Obchodni Banka, A.S. --
Republic
Denmark Den Danske Bank --
28
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Xxxxxx Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring Transactions
in Securities in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG;The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Jamaica Trust and Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji Bank Limited Japan Securities
Depository
Jordan British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
29
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
30
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South
Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
31
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
32
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information andTransfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
Belgium -Caisse Interprofessionnelle de Depot et de Virement de Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de Titulos
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depository for Securities Limited
People's Republic -Shanghai Securities Central Clearing and Registration Corporation;
of China -Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica -Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des Valeurs
Mobilieres(SICOVAM)
Germany -The Deutscher Borse Clearing AG
33
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov't Bonds only; SSB does not
use for other securities]
India -The National Securities Depository Limited
Indonesia -Bank Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Jamaica -The Jamaican Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (MIDCLEAR) X.X.X.; - The
Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de Valores);
34
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (NECIGEF)
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository Company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (XXXX) of the Bureau of the Treasury
Poland -The National Depository of Securities
(Krajowy Depozyt Papierow Wartos ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Xxxxxx x.x.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
00
XXXXXXX X
XXXXX XXXXXX GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Sweden -Vardepapperscentralen AB (the Swedish Central Securities Depository)
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation et de Depot de
Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S.
(TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
36
