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EXHIBIT 8(F)
SUB-CUSTODIAN AGREEMENT, made this 18th day of May, 1988
between THE BANK OF NEW YORK, a corporation organized and existing under the
laws of the State of New York and authorized to do a banking business, having
its principal office and place of business at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx (hereinafter called the "Custodian"), and CITIBANK, N.A., a national bank
organized and existing under the laws of the United States, having its
principal office and place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
(the "Sub-Custodian").
WHEREAS, the Custodian has been appointed and acts as
custodian for securities and cash balances of certain investment companies
registered under the Investment Company Act of 1940, as amended (the "1940
Act") and certain other customers of the Custodian (each a "Customer"); and
WHEREAS, certain Customers wish to maintain the custody of
certain of their securities and moneys in places outside of the United States
for the convenience of purchasing and selling such securities; and
WHEREAS, the Custodian wishes to appoint the Sub-Custodian as
its subcustodian to hold in certain Selected Foreign Sub- Custodians (as such
term is hereinafter defined) certain of the securities of various Customers and
the Sub-Custodian agrees to act as such subcustodian;
NOW, THEREFORE, the Custodian and Sub-Custodian, on behalf of
themselves and their respective successors and assigns, hereby agree as
follows:
ARTICLE I
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and appoints the
Sub-Custodian as subcustodian of such securities and moneys which may be
delivered to it by the Custodian from time to time.
2. The Sub-Custodian hereby accepts appointment as such
subcustodian and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE II
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
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1. "Account" shall mean with respect to any particular
Customer a separate account on the books of the Sub-Custodian in the name of
the Custodian as custodian for such Customer wherein shall be identified the
securities and moneys owned by the Customer.
2. The term "Authorized Person" shall mean any officer
of the Custodian and any other person, whether or not any such person is an
officer or employee of the Custodian, duly authorized by the Custodian to give
oral instructions and/or written instructions on behalf of the Custodian, such
persons to be designated in a certificate which contains a specimen signature
of such person.
3. "Branch" shall mean each foreign branch office of the
Sub-Custodian listed on Schedule I hereto, as such Schedule may be amended from
time to time by execution of an updated Schedule I, each of which is a "bank"
as defined in Section 2(a)(5) of the 0000 Xxx.
4. The term "certificate" shall mean any notice,
instruction or other instrument in writing, authorized or required by this
Agreement to be given to the Sub-Custodian and signed on behalf of the
Custodian by an Authorized Person.
5. "Eligible Foreign Custodian" shall mean an "Eligible
Foreign Custodian" either as defined in Rule 17f-5 under the 1940 Act, or as
granted by an exemption pursuant to Section 6(c) under the 1940 Act, as listed
on Schedule II hereto as such Schedule may be amended from time to time by
execution of an updated Schedule II.
6. "Selected Foreign Sub-Custodian" shall mean with
respect to any particular Customer any Eligible Foreign Custodian and/or any
Branch named in a certificate as having been selected by the Customer specified
in such certificate.
7. The term "written instructions" shall mean written
communications from an Authorized Person by telex, telecopier, or any other
such system whereby the receiver of such communications is able to verify by
codes or otherwise with a reasonable degree of certainty the identity of the
sender of such communication. Written instructions shall include oral
instructions from any Authorized Person, provided such oral instructions are
confirmed in a writing delivered to the Sub-Custodian the same day.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. The Custodian will from time to time deliver or cause
to be delivered certain of the securities and monies owned by any particular
Customer to the Selected Foreign Sub-Custodians of such Customer.
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2. The Custodian hereby authorizes the Sub-Custodian and
each Selected Foreign Sub-Custodian with respect to a particular Customer on a
continuous and ongoing basis, until instructed to the contrary by a
certificate, to deposit in a securities depository which is a Selected Foreign
Sub-Custodian with respect to such Customer all securities of such Customer
eligible for deposit therein and to utilize such securities depository to the
extent possible in connection with settlements of purchases and sales of
securities and other deliveries and returns of securities. Where securities
are so deposited in a securities depository, the Selected Foreign Sub-Custodian
shall identify as belonging to the Sub-Custodian as agent for the appropriate
Customer a quantity of securities in a fungible bulk of securities shown on
such Selected Foreign Sub-Custodian's account on the books of such securities
depository. Securities and moneys deposited in a securities depository will be
represented in accounts which include only assets held by the Selected Foreign
Sub-Custodian for customers, including but not limited to, accounts in which
such Selected Foreign Sub-Custodian acts in a fiduciary or agency capacity.
The Selected Foreign Sub-Custodian shall hold securities of any particular
Customer which are not held in a securities depository physically segregated at
all times from those of any other Customer, account or person.
3. The Sub-Custodian, directly or through a Selected
Foreign Sub-Custodian, shall disburse moneys credited to an Account only:
(a) Pursuant to certificates or written
instructions in payment for securities purchased, as provided in Article IV
hereof; or
(b) Pursuant to certificates or written
instructions setting forth the name and address of the person to whom payment
is to be made, the amount to be paid, and the purpose for which payment is to
be made.
4. All securities identified in an Account which are
issued or issuable only in bearer form, shall be held by the Selected Foreign
Sub-Custodian in that form; all other securities identified in an Account may
be registered in the name of the Customer, or in the name of any duly appointed
nominee of the Selected Foreign Sub-Custodian. The Custodian shall furnish to
the Sub-Custodian appropriate instruments to enable the Selected Foreign
Sub-Custodian to hold or deliver in proper form for transfer, or to register in
nominee name, any securities which it may hold and which may from time to time
be registered in the name of such Customer. If at any time at the request of
the Custodian any securities identified in an Account shall be registered in
the name of the nominee of the Selected Foreign Sub-Custodian, the Custodian
agrees to reimburse, indemnify and hold harmless the Sub-Custodian and such
Selected Foreign Sub-Custodian, and its nominee
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or nominees from and against all liability, loss, claim, damage and expense to
the extent incurred by reason of the registration of such stocks and securities
in the name of its nominee. It is understood and agreed that the Selected
Foreign Sub-Custodian may require the transfer of any securities registered in
the name of its nominee before surrendering possession thereof. The
Sub-Custodian is authorized to charge to an Account all taxes and other
expenses in connection with such Account which are incidental to the transfer
of securities to or from the name of its nominee or nominees, or in lieu of
such charge, the Custodian will remit promptly on receipt of a xxxx for such
taxes and expenses.
5. The Sub-Custodian shall furnish the Custodian
promptly after the close of business on each day on which any Selected Foreign
Sub-Custodian has engaged in transactions for a Customer a statement
summarizing all transactions and entries for such Customer during said day; and
it shall, at least monthly and from time to time, deliver to the Custodian a
detailed statement of the securities and monies held for such Customer in all
Accounts maintained by it under this Agreement, specifying the Selected Foreign
Sub-Custodian holding such securities and moneys.
6. Unless otherwise instructed to the contrary by a
certificate, the Sub-Custodian shall, either directly or through a Selected
Foreign Sub-Custodian, with respect to all securities identified in an Account:
(a) Collect all income due and payable and advise
the Custodian as promptly as practicable of any income due but not paid;
(b) Present for payment and collect the amount
payable upon all securities which may mature or be called, redeemed, or
retired, or otherwise become payable and advise the Custodian as promptly as
practicable of any amounts due but not paid, whether upon maturity, call,
redemption, retirement or otherwise;
(c) Surrender securities in temporary form for
definitive securities;
(d) Execute, as subcustodian, any necessary
declaration or certificates of ownership under any local tax laws or
regulations now or hereafter in effect;
(e) Hold all stock dividends, rights and
similar securities issued with respect to securities held hereunder;
(f) Remit promptly to the Custodian all income
and dividends on securities when received by the Sub-Custodian;
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(g) Remit promptly to the Custodian all notices
of meetings of shareholders and proxies received relating to securities
identified in an Account; and
(h) Notify the Custodian promptly of the
declaration of any dividend or other distribution relating to securities
identified in an Account.
7. Upon receipt of a certificate and not otherwise, the
Sub-Custodian shall either directly or through a Selected Foreign
Sub-Custodian:
(a) Execute and deliver to such persons as may be
designated in such certificate proxies, consents, authorizations and any other
instruments whereby the authority of a Customer as owner of any securities may
be exercised;
(b) Deliver any securities credited to an Account
in exchange for other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) Deliver any securities credited to an Account
to any protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be issued to it to evidence
such delivery; and
(d) Make such transfers or exchanges of the
securities identified in an Account, and take such other steps, as shall be
stated in said certificate, for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or recapitalization
of Customer.
8. It is agreed that the Sub-Custodian may act in
accordance with the prevailing customs and practices of jurisdictions where
subcustodial services are provided hereunder in connection with securities and
custody transactions, including, but not limited to, settlements of securities
transactions, provided that the Sub-Custodian gives notice to the Custodian of
the nature of such customs and practices.
9. The Sub-Custodian shall allow the independent public
accountants of the Custodian and any Customer whose securities are held
hereunder access to such records of the Sub-Custodian or confirmation of the
contents of such records as shall be required by such accountants in connection
with their examination of the
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books and records pertaining to the affairs of the Custodian or such Customer.
10. The Sub-Custodian shall upon receipt of a certificate
promptly deliver or cause to be delivered to the Custodian such securities and
money as may be specified in such certificate.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF CUSTOMERS
1. Promptly after each purchase of securities by a
Customer for which such Customer intends the Sub-Custodian, directly or through
any Selected Foreign Sub-Custodian, to act as subcustodian, the Custodian shall
deliver to the Sub-Custodian (i) with respect to each purchase of securities
which are not money market securities, a certificate, and (ii) with respect to
each purchase of money market securities a certificate or oral instructions
specifying with respect to each such purchase: (a) the name of the issuer and
the title of the securities, including CUSIP number or other similar securities
identification number, if any, (b) the number of shares or the principal amount
purchased and accrued interest, if any, (c) the date of purchase and date of
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, (f) the name of the person from whom or the broker through whom
the purchase was made, and (g) the Selected Foreign Sub-Custodian where such
securities are to be delivered and held. The Sub-Custodian directly or through
any Selected Foreign Sub-Custodian shall receive securities purchased by a
Customer from the persons through or from whom the same were purchased, and
upon receipt thereof shall pay, out of the monies credited to such Customer's
Account, the total amount payable upon such purchase, provided that the same
conforms to the total amount payable shown on such certificate or such oral
instructions, as the case may be, with respect to such purchase.
2. Promptly after each sale of securities by a Customer,
the Custodian shall deliver to the Sub-Custodian (i) with respect to each sale
of securities which are not money market securities, a certificate, and (ii)
with respect to each sale of money market securities a certificate or oral
instructions specifying with respect to each such sale: (a) the name of the
issuer and the title of the security, including CUSIP number or other similar
securities identification number, if any, (b) the number of shares or principal
amount sold, and accrued interest, if any, (c) the date of sale, (d) the sale
price per unit, (e) the total amount payable upon such sale, (f) the name of
the broker through whom or the person to whom the sale was made, and (g) the
Selected Foreign Sub-Custodian from which such securities are to be delivered.
The Sub-Custodian shall directly or through any Selected Foreign Sub-Custodian
deliver the securities sold to the broker or other person named in such
certificate upon receipt of
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the total amount payable to the appropriate Customer upon such sale provided
that the same conforms to the total amount payable to the Customer as set forth
in such certificate or such oral instructions, as the case may be, with respect
to such sale.
ARTICLE V
SELECTED FOREIGN SUB-CUSTODIANS
1. The Sub-Custodian agrees and represents that with
respect to each Selected Foreign Sub-Custodian that is a Branch, first, that
such Branch is a bank as defined in Section 2(a)(5) of the 1940 Act, and,
second, that the Customer's securities and moneys held by such Branch: (a)
will be adequately insured; (b) will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Selected Foreign
Sub-Custodian or its creditors, except a claim of payment for their safe
custody or administration; (c) beneficial ownership will be freely transferable
without the payment of money or value other than for safe custody or
administration; (d) adequate records will be maintained identifying the assets
as belonging to the Customer; and (e) the Custodian will receive periodic
reports with respect to the safekeeping of the Customer's assets, including,
but not necessarily limited to, notification of any transfer to or from an
Account.
2. The Sub-Custodian agrees and represents that with
respect to each Selected Foreign Sub-Custodian that is not a Branch, that such
Selected Foreign Sub-Custodian is an Eligible Foreign Sub-Custodian and that
all the securities and moneys of a Customer held by such Selected Foreign
Sub-Custodian will be held pursuant to and in accordance with the agreement
between the Sub-Custodian and such Selected Foreign Sub-Custodian previously
furnished by the Sub-Custodian to the Custodian. The Sub-Custodian further
agrees that such agreement shall not be amended on less than 90 days written
notice to the Custodian, which notice includes the form of amendment.
3. From time to time the Sub-Custodian shall furnish the
Custodian, for transmittal to the Customers, such information with respect to
the Selected Foreign Sub-Custodians as the Sub-Custodian generally makes
available to its customers.
4. The Sub-Custodian shall monitor the foreign custodial
arrangements of the Fund to ensure compliance with the requirements of Rule
17f-5 of the 1940 Act. The Sub-Custodian agrees to inform the Custodian of any
material changes in the circumstances surrounding the foreign custody
arrangements of its Customers.
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ARTICLE VI
CONCERNING THE SUB-CUSTODIAN
1. The Sub-Custodian shall hold each Customer and the
Custodian harmless from, and indemnify each Customer and the Custodian against,
any losses, actions, claims, demands, expenses and proceedings, including
counsel fees, that occur as a result of the failure of any Selected Foreign
Sub-Custodian other than a Selected Foreign Sub-Custodian which is a securities
depositary or clearing agency operating a system for the handling of securities
or equivalent book-entries, to exercise reasonable care with respect to the
safekeeping of moneys and securities of a Customer. The Custodian agrees to
indemnify and hold harmless the Sub-Custodian from and against any losses,
actions, claims, demands, expenses and proceedings, including counsel fees,
resulting from its action or omission to act or otherwise pursuant to this
Agreement, except those losses, actions, claims, demands, expenses and
proceedings arising out of the negligence or wilful misconduct of the
Sub-Custodian. The Sub-Custodian shall not be liable for any expense or damage
incurred by the Custodian, except such expense or damage that arises out of the
Sub-Custodian's negligence, wilful misconduct, or failure to act in accordance
with the terms of this Agreement. The Sub-Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of counsel to the
appropriate Customers, counsel to the Custodian or of its own counsel, at the
expense of such Customers, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion.
2. Without limiting the generality of the foregoing,
neither the Sub-Custodian nor any Selected Foreign Sub-Custodian shall be under
any duty or obligation to inquire into, or be liable for:
(a) The validity of the issue of any securities
purchased by or for any Customer, the legality of the purchase thereof, or the
propriety of the amount paid therefor; or
(b) The legality of the sale of any securities by
or for any Customer, or the propriety of the amount for which the same are
sold.
3. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be liable for, or considered to be the custodian of, any
money represented by any check, draft, or other instrument for the payment of
money received by it on behalf of any Customer, until the Sub-Custodian or such
Selected Foreign Sub-Custodian actually receives such money.
4. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be under any duty or obligation to take action to effect
collection of any amount, if the securities upon which
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such amount is payable are in default, or if payment is refused after due
demand or presentation, unless and until (i) it shall be directed to take such
action by a certificate, and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses by the appropriate Customer or
Customers in connection with any such action.
5. Neither the Sub-Custodian nor any Selected Foreign
Sub-Custodian shall be under any duty or obligation to ascertain whether any
securities at any time delivered to or held by it in Accounts are such as may
properly be held by a Customer.
6. The Sub-Custodian shall be entitled to receive and
the Custodian agrees to pay such compensation as may be agreed upon from time
to time between the Custodian and the Sub-Custodian. The Sub-Custodian shall
also be entitled to receive and the Custodian agrees to pay the amount of any
loss, damage, liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this Agreement.
7. The Sub-Custodian shall be entitled to rely upon any
certificate, notice or other instrument in writing received by the
Sub-Custodian and reasonably believed by it to be genuine. The Sub-Custodian
shall be entitled to rely upon any oral instructions received by the
Sub-Custodian pursuant to Article IV hereof with regard to the purchase and
sale of money market securities reasonably believed by the Sub-Custodian to be
genuine and to be sent by an Authorized Person.
8. It is understood and agreed that the Sub-Custodian is
not under any duty to supervise the investment of, or to advise or make any
recommendation to the Custodian or any of the Customers with respect to the
sale or other disposition of any securities at any time held hereunder or to
advise or recommend the purchase of any securities at any time.
9. Under the terms of this Agreement, neither the
Sub-Custodian nor any Selected Foreign Sub-Custodian assumes any duty of filing
any tax reports and returns, nor assumes any responsibility for the payment of
any taxes due on the income collected for the Accounts and on any transactions
which it may handle for the Accounts and in respect of the said Accounts,
except that the Sub-Custodian will cause each Selected Foreign Sub-Custodian to
withhold taxes due at the source on income collected for the Accounts and to
file any tax reports and returns required in connection with any such
withholdings.
ARTICLE VII
TERMINATION
1. Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing from an
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authorized officer specifying the day of such termination, which shall be not
less than 180 days following the giving of such notice. The Custodian shall,
on or before the termination date, deliver to the Sub-Custodian a written
direction from an officer of the Custodian designating a successor
subcustodian, if any.
2. Upon the date set forth in such notice this Agreement
shall terminate, and the Sub-Custodian shall upon receipt of a notice of
acceptance by the successor subcustodian, if any, on that date deliver directly
to the successor subcustodian all securities and moneys then owned by the
Customers and held by it as subcustodian, after deducting all fees, expenses
and other amounts for the payment or reimbursement of which it shall then be
entitled. If no successor subcustodian shall have been appointed by the
custodian, the Sub-Custodian shall deliver all such securities and moneys to
the Custodian.
ARTICLE VIII
MISCELLANEOUS
1. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Sub-Custodian shall be
sufficiently given if addressed to the Sub-Custodian and received by it at its
offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000: Attention: Global
Custody Operations. All notices shall be deemed received by the Sub-Custodian
on the date of posting of such notices.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Custodian shall be
sufficiently given if addressed to the Custodian and received by it at its
offices at 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other
place as the Custodian may from time to time designate in writing. All notices
shall be deemed received by the Custodian on the date of posting of such
notices.
3. This Agreement constitutes the valid and binding
agreement between the parties hereto and supersedes all prior agreements
between the parties relating to foreign subcustodial services provided by the
Sub-Custodian for the Custodian.
4. The parties hereto agree that the Sub-Custodian shall
have no obligation to take any action which is contrary to any law, order or
regulation of any jurisdiction where subcustodial services are provided
hereunder.
5. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with the same
formality as this Agreement.
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6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns.
7. This Agreement shall be construed in accordance with
the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but such
counterparts shall, together, constitute only one instrument.
9. At any time after the execution of this Agreement
securities and moneys of any customer of the Custodian now held under that
certain SUB-CUSTODIAN AGREEMENT dated November 1, 1985 between the Custodian
and the Sub-Custodian (the "Prior Agreement") shall upon the Sub-Custodian's
receipt of a certificate specifying such customer be held hereunder without the
execution of any document or agreement. The execution of this Agreement shall
neither amend, modify, or terminate the Prior Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officers, thereunder
duly authorized and their respective corporate seals to be hereunto affixed, as
the day and year first above written.
CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Title: Vice President
Attest:
/s/ Xxxxxxx X. Xxxxx
---------------------
THE BANK OF NEW YORK
By: /s/ S. Grunston
---------------------
Title: Vice President
Attest:
/s/ [signature illegible]
--------------------------
Vice President
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Schedule I
----------
Citibank Branches
-----------------
Country Bank Name & Address Status
------- ------------------- ------
Argentina Citibank, X.X. Xxxxxx
Xxxxxxxxx Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxx
Brazil Citibank, N.A. Branch
Xx. Xxxx Xxxxxxx 00-00 Xxxxx
Xxx xx Xxxxxxx, Xxxxxx
Chile Citibank, N.A. Branch
Xxxxxxx 00
Xxxxxxxx, Xxxxx
Hong Kong Citibank, N.A. Branch
Citicorp Centre
00 Xxxxxxxxx Xxxx, Xxxxxxxx Xxx
Xxxx Xxxx
Xxxxx Citibank, N.A. Branch
Toro Xxxxxxxxx N. 16
Xxxxxxx Xxxxxxx 00000
00000, Xxxxx, Xxxxx
Japan Citibank, N.A. Branch
0-0 Xxxxxxxxx 0-Xxxxx
Xxxxxxx - xx, Xxxxx, Xxxxx
Korea Citibank, N.A. Branch
#0-0, 0-XX, Xxxxxxx, Xxxxxxx-xx
Xxxxx, Xxxxx
Xxxxxxxx Citibank, N.A. Branch
28 Medan Pasar
Kuala Lumpur, Malaysia
Mexico Citibank, N.A. Branch
Xxxxx xx xx Xxxxxxx 000
Xxxxxx, Xxxxxx, D.F.
Netherlands Citibank, N.A. Branch
Xxxxxxxxxxx 000-000, 0000 XX
Xxxxxxxxx, Xxx Xxxxxxxxxxx
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Schedule I
----------
Citibank Branches
-----------------
Country Bank Name & Address Status
------- ------------------- ------
Philippines Citibank, N.A. Branch
Citibank Center 8741 Paseo
de Roxas
Makati Metro, Manilla
Philippines
Singapore Citibank, N.A. Branch
XXX Xxxxxxxx, 0 Xxxxxxx Xxx
Xxxxxxxxx 0000
Xxxxx Citibank, N.A. Branch
Xxxx Xxxxxx Y Xxxxxx 00
00000, Xxxxxx, Xxxxx
Taiwan Citibank, N.A. Branch
000 Xxx Xxxxx Xxxx Xxxx
Xxxxxx, Xxxxxx
Xxxxxxxx Citibank, N.A. Branch
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxx, 00000, Xxxxxxxx
United Kingdom Citibank, N.A.Branch Branch
00 Xxx Xxxxx
Xxxxxx, XX0, Xxxxxxx
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Schedule II
-----------
Eligible Foreign Custodians
---------------------------
Country Bank Name & Address Status
------- ------------------- ------
Luxembourg Cedel, S.A. Depository
00 Xxxxxxxxx Xxxxxx-Xxxxxxxx
Xxxxxxxxx
X-0000, Xxxxxxxxxx
Xxxxxxx Citibank, N.A. Subsidiary
Postfach 90
Lothringers Trabe 7
A-1015 Vienna, Austria
Australia Citibank, Ltd. Subsidiary
00 Xxxxxxx Xxxxxx
Xxxxxxxxx XXX 0000 Xxxxxxxxx
France Citibank, S.A. Subsidiary
Citicenter
00 Xx Xxxxxx
Xxxxx, Xxxxxx
Switzerland Citicorp Investment Bank Subsidiary
(Switzerland)
X.X. Xxx 000
XX-0000 Xxxxxx, Xxxxxxxxxxx
West Germany Citibank Aktiengesellschaft Subsidiary
Xxxx Xxxxxxx Xxx.00
Xxxxxxxx 000000
X-0000 Xxxxxxxxx/Xxxx 00
Xxxx Xxxxxxx
Austria Creditanstalt Bankverein Correspondent
Vienna 0, Xxxxxxxxxxxxx 0
Xxxxxx, Xxxxxxx
Xxxxxxxxx ANZ Bank Correspondent
Xxxxxxx Place
00 Xxxxxxx Xxxxxx
Xxxxxxxxx XXX 0000 Xxxxxxxxx
Belgium Generale De Banque Correspondent
Xxxxxxxx xx Xxxx 0, 0000
Xxxxxxxx, Xxxxxxx
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Schedule II
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Eligible Foreign Custodians
---------------------------
Country Bank Name & Address Status
------- ------------------- ------
Canada The Canada Trust Co. Correspondent
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Denmark Den Danske Bank Correspondent
00 Xxxxxxx Xxxxx
XX-0000
Xxxxxxxxxx X, Xxxxxxx
Finland Kansailis-Osake-Pankki Correspondent
Xxxxxxxxxxxxxxxx 00
XX-00000 Xxxxxxxx, Xxxxxxx
Xxxxxx Banque Paribas Correspondent
0 Xxx X'Xxxxx
00000 Xxxxx, Xxxxxx
Ireland Allied Irish Bank Xxxxxxxxxxxxx
Xxxxxxxxxx, X.X. Xxx 000
Xxxxxxxxxxx, Xxxxxx 0
Ireland
Italy Istituto Bancario Correspondent
San Paolo di Torino
Corsa Di Porta
Xxxxx 0 00000
Xxxxx, Xxxxx
New Zealand ANZ Nominees Ltd. Correspondent
000-000 Xxxxxxx Xxxx
Xxxxxxxxxx 0, Xxx Xxxxxxx
Norway Den Norske Creditbank Correspondent
Xxxxxxxxx 00
Xxxx 0, Xxxxxx
Xxxxx Xxxxxx First National Bank of Correspondent
South Africa, Ltd.
Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, 0000 Xxxxx Xxxxxx
Spain Banco De Bilbao Correspondent
Xxxxx Xx Xx Xxxxxxxxxx, Xx. 00
Xxxxxx, Xxxxx
16
Schedule II
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Eligible Foreign Custodians
---------------------------
Country Bank Name & Address Status
------- ------------------- ------
Sweden Skandinaviska Enskilda Banken Correspondent
Xxxxxxxxxxxxxxxxxxx 0
Xxxxxxxxx, Xxxxxx
