MASTER CUSTODIAN AGREEMENT
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This Agreement is made as of July 1, 2005, by and among each registered
investment company identified on Appendix A hereto (each such investment
company and each registered investment company made subject to this Agreement
in accordance with Section 20.5 below, shall hereinafter be referred to as the
"FUND"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company
(the "CUSTODIAN"),
WITNESSETH:
WHEREAS, each Fund may or may not be authorized to issue shares of common
stock or shares of beneficial interest in separate series ("SHARES"), with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, each Fund so authorized intends that this Agreement be applicable
to each of its series listed on Appendix A hereto (such series together with
all other series subsequently established by the Fund and made subject to this
Agreement in accordance with Section 20.6 below, shall hereinafter be referred
to as the "PORTFOLIO(S)").
WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and all references hereinafter to one or more "Portfolio(s)"
shall be deemed to refer to such Fund(s); and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
Section 1. Employment of Custodian and Property to be Held by It
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Each Fund hereby employs the Custodian as a custodian of the assets of the
Portfolios, including securities which the Fund, on behalf of the applicable
Portfolio, desires to be held in places within the United States ("DOMESTIC
SECURITIES") and securities it desires to be held outside the United States
("FOREIGN SECURITIES"). The Custodian shall not be responsible for any property
of a Portfolio which is not received by it or which is delivered out in
accordance with Proper Instructions (as such term is defined in Section 7
hereof) including, without limitation, Portfolio property (i) held by brokers,
private bankers or other entities on behalf of the Portfolio (each a "LOCAL
AGENT"), (ii) held by Special Sub-Custodians (as such term is defined in
Section 5 hereof), (iii) held by entities which have advanced monies to or on
behalf of the Portfolio and which have received Portfolio property as security
for such advance(s) (each a "PLEDGEE"), or (iv) delivered or otherwise removed
from the custody of the Custodian pursuant to Special Instructions (as such
term is defined in Section 5 hereof). With respect to uncertificated shares
(the "UNDERLYING SHARES") of registered "investment companies" (as defined in
Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to
time (the "1940 ACT")), whether in the same "group of investment companies" (as
defined in Section 12(d)(1)(G)(ii) of the 0000 Xxx) or otherwise, including
pursuant to Section 12(d)(1)(F) of the 1940 Act
(hereinafter sometimes referred to as the "UNDERLYING PORTFOLIOS"), the holding
of confirmation statements that identify the shares as being recorded in the
Custodian's name on behalf of the Portfolios will be deemed custody for
purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the
applicable Portfolio(s) from time to time employ one or more sub-custodians
located in the United States, but only in accordance with an applicable vote by
the Board of Trustees or the Board of Directors of the Fund (as appropriate,
and in each case, the "BOARD") on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less responsibility or
liability to any Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may place and maintain each Fund's foreign securities with foreign
banking institution sub-custodians employed by the Custodian and/or foreign
securities depositories, all as designated in Schedules A and B hereto, but
only in accordance with the applicable provisions of Sections 3 and 4 hereof.
Section2. Duties of the Custodian with Respect to Property of the Portfolios to
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be Held in the United States
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Section 2.1 Holding Securities. The Custodian shall hold and physically
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segregate for the account of each Portfolio all non-cash property, to be held
by it in the United States, including all domestic securities owned by such
Portfolio other than (a) securities which are maintained pursuant to
Section 2.9 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury (each, a
"U.S. SECURITIES SYSTEM") and (b) Underlying Shares owned by each Fund which
are maintained pursuant to Section 2.10 hereof in an account with State Street
Bank and Trust Company or such other entity which may from time to time act as
a transfer agent for the Underlying Portfolios and with respect to which the
Custodian is provided with Proper Instructions (the "UNDERLYING TRANSFER
AGENT").
Section 2.2 Delivery of Securities. The Custodian shall release and
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deliver domestic securities owned by a Portfolio held by the Custodian, held in
a U.S. Securities System account of the Custodian or in an account at the
Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf
of the applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.9 hereof;
2.
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the Custodian
or into the name or nominee name of any agent appointed pursuant to
Section 2.7 or into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a different number
of bonds, certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio (a) against receipt of collateral as agreed from time to time
by the Fund on behalf of the Portfolio, except that in connection with
any loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of
the Treasury, the Custodian will not be held liable or responsible for
the delivery of securities owned by the Portfolio prior to the receipt
of such collateral, or (b) for delivery in connection with any loans of
securities to the lending agent, or the lending agent's custodian, in
accordance with written Proper Instructions (which may not provide for
the receipt by the Custodian of collateral therefor) agreed upon from
time to time by the Custodian and the Fund on behalf of the Portfolio;
3.
11) For delivery as security in connection with any borrowing by a Fund on
behalf of a Portfolio requiring a pledge of assets by the Fund on behalf
of such Portfolio;
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "EXCHANGE
ACT") and a member of The National Association of Securities Dealers,
Inc. (the "NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange,
or of any similar organization or organizations, regarding escrow or
other arrangements in connection with transactions by the Fund on behalf
of a Portfolio;
13) For delivery in accordance with the provisions of any agreement among a
Fund on behalf of the Portfolio, the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading Commission
(the "CFTC") and/or any contract market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Fund on behalf of a Portfolio;
14) Upon the sale or other delivery of such investments (including, without
limitation, to one or more Special Sub-Custodians as defined in
Section 5 of this Agreement);
15) Upon receipt of instructions from the Fund's transfer agent (the
"TRANSFER AGENT") for delivery to such Transfer Agent or to the holders
of Shares in connection with distributions in kind, as may be described
from time to time in the currently effective prospectus and statement of
additional information of the Fund related to the Portfolio (the
"PROSPECTUS"), in satisfaction of requests by holders of Shares for
repurchase or redemption;
16) In the case of a sale processed through the Underlying Transfer Agent of
Underlying Shares, in accordance with Section 2.11 hereof;
17) For delivery as initial or variation margin in connection with futures
or options on futures contracts entered into by the Fund on behalf of
the Portfolio; and
18) For any other purpose, but only upon receipt of Proper Instructions from
the Fund on behalf of the applicable Portfolio specifying (a) the
securities of the Portfolio to be delivered, and (b) the person or
persons to whom delivery of such securities shall be made.
Section 2.3 Registration of Securities. Domestic securities held by the
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Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be assigned exclusively to
the Portfolio, unless the Fund has authorized in writing
4.
the appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser as the Portfolio, or in
the name or nominee name of any agent appointed pursuant to Section 2.7 or in
the name or nominee name of any sub-custodian appointed pursuant to Section 1.
All securities accepted by the Custodian on behalf of the Portfolio under the
terms of this Agreement shall be in "street name" or other good delivery form.
If, however, a Fund directs the Custodian to maintain securities in "street
name", the Custodian shall utilize its best efforts only to timely collect
income due the Fund on such securities and to notify the Fund on a best efforts
basis only of relevant corporate actions including, without limitation,
pendency of calls, maturities, tender or exchange offers. Notwithstanding the
foregoing, it is the intention of the parties that the Loans (as defined in
Section 6) will not be registered as provided in this Section 2.3 and that any
Financing Documents (as defined in Section 6) with respect to the Loans
received by the Custodian in its capacity as safekeeping agent shall be
serviced in accordance with the terms of Section 6 of this Agreement.
Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate
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bank account or accounts in the United States in the name of each Portfolio of
each Fund, subject only to draft or order by the Custodian acting pursuant to
the terms of this Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained by the Portfolio in a bank
account established and used in accordance with Rule 17f-3 under the 1940 Act.
Funds held by the Custodian for a Portfolio may be deposited by it to its
credit as Custodian in the banking department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio be approved by vote of a
majority of the Board. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian only in that
capacity.
Section 2.5 Collection of Income. Except with respect to Portfolio property
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released and delivered pursuant to Section 2.2(14) or purchased pursuant to
Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian
shall collect on a timely basis all income and other payments with respect to
registered domestic securities held hereunder to which each Portfolio shall be
entitled either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with respect to
bearer domestic securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Portfolio's custodian account. Without limiting
the generality of the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring presentation as and when
they become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the applicable
Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as may
be necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
5.
Section 2.6 Payment of Fund Monies. Upon receipt of Proper Instructions on
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behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out monies of a
Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts or
options on futures contracts for the account of the Portfolio but only
(a) against the delivery of such securities or evidence of title to such
options, futures contracts or options on futures contracts to the
Custodian (or any bank, banking firm or trust company doing business in
the United States or abroad which is qualified under the 1940 Act to act
as a custodian and has been designated by the Custodian as its agent for
this purpose) registered in the name of the Portfolio or in the name of
a nominee of the Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a purchase effected through
a U.S. Securities System, in accordance with the conditions set forth in
Section 2.9 hereof; (c) in the case of a purchase of Underlying Shares,
in accordance with the conditions set forth in Section 2.11 hereof;
(d) in the case of repurchase agreements entered into between the
applicable Fund on behalf of a Portfolio and the Custodian, or another
bank, or a broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing purchase
by the Portfolio of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such securities
from the Portfolio; or (e) for transfer to a time deposit account of the
Fund in any bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank pursuant to Proper Instructions from the Fund as defined
herein;
2) In connection with conversion, exchange or surrender of securities owned
by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued as set forth in
Section 7 hereof;
4) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of
the Portfolio: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends on Shares declared pursuant to the
Fund's articles of incorporation or organization and by-laws or
agreement or declaration of trust, as applicable, and Prospectus
(collectively, "GOVERNING DOCUMENTS");
6.
6) For payment of the amount of dividends received with respect to
securities sold short;
7) Upon the purchase of domestic investments including, without limitation,
repurchase agreement transactions involving delivery of Portfolio monies
to one or more co-custodians (each, a "REPO CUSTODIAN"), appointed by
the Fund on behalf of a Portfolio and communicated to the Custodian from
time to time by Proper Instructions, including Schedule E (attached to
this Agreement and as amended from time to time), duly executed by two
authorized officers of the Fund, for the purpose of engaging in
repurchase agreement transactions(s), which delivery may be made without
contemporaneous receipt by the Custodian of assets in exchange therefor,
and upon which delivery to such Repo Custodian in accordance with Proper
Instructions, the Custodian shall have no further responsibility or
obligation to the Fund as a custodian for the Fund on behalf of a
Portfolio with respect to the monies so delivered (each such delivery, a
"FREE TRADE"), provided that, in preparing reports of monies received or
paid out of the Portfolio or of assets comprising the Portfolio, the
Custodian shall be entitled to rely upon information received from time
to time from the Repo Custodian and shall not be responsible for the
accuracy or completeness of such information included in the Custodian's
reports until such assets are received by the Custodian; and
8) For payment as initial or variation margin in connection with futures or
options on futures contracts entered into by the Fund on behalf of the
Portfolio; and
9) For any other purpose, but only upon receipt of Proper Instructions from
the Fund on behalf of the Portfolio specifying (a) the amount of such
payment and (b) the person or persons to whom such payment is to be made.
Section 2.7 Liability for Payment in Advance of Receipt of Securities
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Purchased. Except as specifically stated otherwise in this Agreement, in any
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and every case where payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from the
Fund on behalf of such Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the same extent as if the
securities had been received by the Custodian.
Section 2.8 Appointment of Agents. The Custodian may at any time or times in
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its discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a custodian, as
its agent to carry out such of the provisions of this Section 2 as the
Custodian may from time to time direct; provided, however, that the appointment
of any agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder. The Underlying Transfer Agent shall not be deemed an
agent or subcustodian of the Custodian for purposes of this Section 2.8 or any
other provision of this Agreement.
7.
Section 2.9 Deposit of Fund Assets in U.S. Securities Systems. The Custodian
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may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System in compliance with the conditions of Rule 17f-4 under the
1940 Act, as amended from time to time.
Section 2.10 Segregated Account. The Custodian shall upon receipt of Proper
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Instructions on behalf of each applicable Portfolio, establish and maintain a
segregated account or accounts for and on behalf of each such Portfolio, into
which account or accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to Section 2.8
hereof, (a) in accordance with the provisions of any agreement among the Fund
on behalf of the Portfolio, the Custodian and a broker-dealer registered under
the Exchange Act and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered national
securities exchange (or the CFTC or any registered contract market), or of any
similar organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Portfolio; (b) for purposes of
segregating U.S. cash U.S. Government securities, or other U.S. securities in
connection with swaps transactions engaged in by the Portfolio, options
purchased, sold or written by the Portfolio, or commodity futures contracts or
options thereon purchased or sold by the Portfolio; (c) for the purposes of
compliance by the Portfolio with the procedures required by Investment Company
Act Release No. 10666, or any subsequent release of the U.S. Securities and
Exchange Commission (the "SEC"), or interpretative opinion of the staff of the
SEC, relating to the maintenance of segregated accounts by registered
investment companies; and (d) for any other purpose upon receipt by the
Custodian of, and in accordance with, Proper Instructions.
Section 2.11 Deposit of Fund Assets with the Underlying Transfer Agent.
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Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio,
shall be deposited and/or maintained in an account or accounts maintained with
an Underlying Transfer Agent and the Custodian's only responsibilities with
respect thereto shall be limited to the following:
1) Upon receipt of a confirmation or statement from an Underlying Transfer
Agent that such Underlying Transfer Agent is holding or maintaining
Underlying Shares in the name of the Custodian (or a nominee of the
Custodian) for the benefit of a Portfolio, the Custodian shall identify
by book-entry that such Underlying Shares are being held by it as
custodian for the benefit of the Portfolio.
2) With respect to the purchase of Underlying Shares for the account of a
Portfolio, upon receipt of Proper Instructions, the Custodian shall pay
out monies of such Portfolio as so directed, and record such payment
from the account of such Portfolio on the Custodian's books and records.
3) With respect to the sale or redemption of Underlying Shares for the
account of a Portfolio, upon receipt of Proper Instructions, the
Custodian shall transfer such
8.
Underlying Shares as so directed, record such transfer from the account
of such Portfolio on the Custodian's books and records and, upon the
Custodian's receipt of the proceeds therefor, record such payment for
the account of such Portfolio on the Custodian's books and records.
The Custodian shall not be liable to the Fund for any loss or damage to the
Fund or any Portfolio resulting from the maintenance of Underlying Shares
with Underlying Transfer Agent except for losses resulting directly from the
fraud, negligence or willful misconduct of the Custodian or any of its
agents or of any of its or their employees.
Section 2.12 Ownership Certificates for Tax Purposes. The Custodian shall
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execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in connection
with transfers of securities.
Section 2.13 Proxies. Except with respect to Portfolio property released and
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delivered pursuant to Section 2.2(14), or purchased pursuant to
Section 2.6(7), the Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Portfolio or a nominee of the Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to the
Portfolio such proxies, all proxy soliciting materials and all notices relating
to such securities.
Section 2.14 Communications Relating to Portfolio Securities. Except with
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respect to Portfolio property released and delivered pursuant to
Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the
applicable Fund for each Portfolio all written information (including, without
limitation, pendency of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of exercise of call
and put options written by the Fund on behalf of the Portfolio and the maturity
of futures contracts purchased or sold by the Fund on behalf of the Portfolio)
received by the Custodian from issuers of the securities being held for the
Portfolio. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the applicable Fund all written information received by
the Custodian from issuers of the securities whose tender or exchange is sought
and from the party (or its agents) making the tender or exchange offer. If a
Fund desires to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the Custodian at least
three business days prior to the date on which the Custodian is to take such
action. The Custodian shall also transmit promptly to the Fund for each
applicable Portfolio all written information received by the Custodian
regarding any class action or other litigation in connection with Portfolio
securities or other assets issued in the United States and then held, or
previously held during the term of this Agreement by the Custodian for the
account of the Fund for such Portfolio, including, but not limited to, opt-out
notices and proof-of-claim forms. For avoidance of doubt, upon and after the
effective date of any termination of this Agreement by a Fund, with respect to
such Fund or its Portfolio(s), as may be applicable, the Custodian shall have
no responsibility to so transmit any information under this Section 2.14.
9.
Section3. Provisions Relating to Rules 17f-5 and 17f-7
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Section 3.1. Definitions. As used throughout this Agreement, the capitalized
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terms set forth below shall have the indicated meanings:
"COUNTRY RISK" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held
in custody in that country.
"ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in section (a)(1) of
Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements of
an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the SEC), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"FOREIGN ASSETS" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(3) of Rule
17f-5.
"RULE 17F-5" means Rule 17f-5 promulgated under the 1940 Act.
"RULE 17F-7" means Rule 17f-7 promulgated under the 1940 Act.
Section 3.2. The Custodian As Foreign Custody Manager.
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3.2.1 Delegation to the Custodian as Foreign Custody Manager. Each Fund,
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by resolution adopted by its Board, hereby delegates to the Custodian, subject
to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the
United States, and the Custodian hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible
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for performing the delegated responsibilities defined below only with respect
to the countries and custody arrangements for each such country listed on
Schedule A to this Agreement, which list of countries may be amended from time
to time by any Fund with the agreement of the Foreign
10.
Custody Manager. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain
the assets of the Portfolios, which list of Eligible Foreign Custodians may be
amended from time to time in the sole discretion of the Foreign Custody
Manager. The Foreign Custody Manager will provide amended versions of Schedule
A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by each Fund, on behalf of the applicable
Portfolio(s), of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by such
Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody
Manager with respect to that country and to have accepted such delegation.
Execution of this Agreement by each Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign Assets, in each
country listed on Schedule A in which the Custodian has previously placed or
currently maintains Foreign Assets pursuant to the terms of the Agreement.
Following the receipt of Proper Instructions directing the Foreign Custody
Manager to close the account of a Portfolio with the Eligible Foreign Custodian
selected by the Foreign Custody Manager in a designated country, the delegation
by the Board on behalf of such Portfolio to the Custodian as Foreign Custody
Manager for that country shall be deemed to have been withdrawn and the
Custodian shall immediately cease to be the Foreign Custody Manager with
respect to such Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to
the Fund. Sixty days (or such longer period to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility in its capacity as Foreign Custody Manager to the
Fund with respect to the country as to which the Custodian's acceptance of
delegation is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
___________________________________
(a) Selection of Eligible Foreign Custodians. Subject to the provisions of
________________________________________
this Section 3.2, the Foreign Custody Manager may place and maintain the
Foreign Assets in the care of the Eligible Foreign Custodian selected by the
Foreign Custody Manager in each country listed on Schedule A, as amended from
time to time. In performing its delegated responsibilities as Foreign Custody
Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian,
the Foreign Custody Manager shall determine that the Foreign Assets will be
subject to reasonable care, based on the standards applicable to custodians in
the country in which the Foreign Assets will be held by that Eligible Foreign
Custodian, after considering all factors relevant to the safekeeping of such
assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager
__________________________________________
shall determine that the contract governing the foreign custody arrangements
with each Eligible Foreign Custodian selected by the Foreign Custody Manager
will satisfy the requirements of Rule 17f-5(c)(2).
11.
(c) Monitoring. In each case in which the Foreign Custody Manager maintains
__________
Foreign Assets with an Eligible Foreign Custodian selected by the Foreign
Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign Custodian it has selected are no
longer appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of
__________________________________________________
this Section 3.2, the Board shall be deemed to have considered and determined
to accept such Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall report
______________________
the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody
Manager shall make written reports notifying the Board of any other material
change in the foreign custody arrangements of the Portfolios described in this
Section 3.2 after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In
__________________________________________________________
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody
__________________________________________
Manager represents to each Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has
determined that it is reasonable for such Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Agreement to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody
__________________________________________________________________
Manager. Each Board's delegation to the Custodian as Foreign Custody Manager of
_______
the Portfolios shall be effective as of the date hereof and shall remain in
effect until terminated at any time, without penalty, by written notice from
the terminating party to the non-terminating party. Termination will become
effective thirty (30) days after receipt by the non-terminating party of such
notice. The provisions of Section 3.2.2 hereof shall govern the delegation to
and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
12.
Section 3.3 Eligible Securities Depositories.
________________________________
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund
_______________________
(or its duly-authorized investment manager or investment advisor) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment advisor) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable
________________
care, prudence and diligence in performing the duties set forth in
Section 3.3.1.
Section 4. Duties of the Custodian with Respect to Property of the Portfolios
__________________________________________________________________
To Be Held Outside The United States
____________________________________
Section 4.1 Definitions. As used throughout this Agreement, the capitalized
___________
terms set forth below shall have the indicated meanings:
"FOREIGN SECURITIES SYSTEM" means an Eligible Securities Depository listed on
Schedule B hereto.
"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an
Eligible Foreign Custodian.
Section 4.2. Holding Securities. The Custodian shall identify on its books
__________________
as belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian
for the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios; and (ii) to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
Section 4.3. Foreign Securities Systems. Foreign securities shall be
__________________________
maintained in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign Sub-Custodian, as
applicable, in such country.
13.
Section4.4. Transactions in Foreign Custody Account.
_______________________________________
4.4.1. Delivery of Foreign Securities. The Custodian or a Foreign
______________________________
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:
(i) Upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded, including,
without limitation: (A) delivery against expectation of receiving
later payment; or (B) in the case of a sale effected through a
Foreign Securities System, in accordance with the rules governing the
operation of the Foreign Securities System;
(ii) In connection with any repurchase agreement related to foreign
securities;
(iii) To the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolios;
(iv) To the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(v) To the issuer thereof, or its agent, for transfer into the name of
the Custodian (or the name of the respective Foreign Sub-Custodian or
of any nominee of the Custodian or such Foreign Sub-Custodian) or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units;
(vi) To brokers, clearing banks or other clearing agents for examination
or trade execution in accordance with market custom; provided that in
any such case, the Foreign Sub-Custodian shall have no responsibility
or liability for any loss arising from the delivery of such foreign
securities prior to receiving payment for such foreign securities
except as may arise from the Foreign Sub-Custodian's own negligence
or willful misconduct;
(vii) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement;
(viii) In the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities;
14.
(ix) For delivery as security in connection with any borrowing by a Fund
on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio;
(x) For delivery as initial or variation in connection with trading in
futures or options on futures contracts entered into by the Fund on
behalf of the Portfolio,
(xi) Upon the sale or other delivery of such foreign securities
(including, without limitation, to one or more Special Sub-Custodians
or Repo Custodians) as a Free Trade, provided that applicable Proper
Instructions shall set forth (A) the foreign securities to be
delivered and (B) the person or persons to whom delivery shall be
made;
(xii) In connection with the lending of foreign securities; and
(xiii) For any other purpose, but only upon receipt of Proper Instructions
specifying (A) the foreign securities to be delivered and (B) the
person or persons to whom delivery of such securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions,
___________________________
which may be continuing instructions when deemed appropriate by the parties,
the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or
the respective Foreign Securities System to pay out, monies of a Portfolio in
the following cases only:
(i) Upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering money to
the seller thereof or to a dealer therefor (or an agent for such
seller or dealer) against expectation of receiving later delivery of
such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) In connection with the conversion, exchange or surrender of foreign
securities of the Portfolio;
(iii) For the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Agreement, legal fees, accounting fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through the Custodian or its Foreign Sub-Custodians;
(v) For delivery as initial or variation margin in connection with
trading in futures or options on futures contracts entered into by
the Fund on behalf of the Portfolio,
15.
(vi) Upon the purchase of foreign investments including, without
limitation, repurchase agreement transactions involving delivery of
Portfolio monies to Repo Custodian(s), as a Free Trade, provided that
the Fund, on behalf of the Portfolio, shall communicate to the
Custodian applicable Proper Instructions, including a Schedule E,
provided that, in preparing reports of monies received or paid out of
the Portfolio or of assets comprising the Portfolio, the Custodian
shall be entitled to rely upon information received from time to time
from the Repo Custodian and shall not be responsible for the accuracy
or completeness of such information included in the Custodian's
reports until such assets are received by the Custodian;
(vii) For payment of part or all of the dividends received in respect of
securities sold short;
(viii) In connection with the borrowing or lending of foreign securities; and
(ix) For any other purpose, but only upon receipt of Proper Instructions
specifying (A) the amount of such payment and (B) the person or
persons to whom such payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this
_________________
Agreement to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian described on Schedule C hereto at the time or times set
forth on such Schedule. The Custodian may revise Schedule C from time to time,
provided that no such revision shall result in a Board being provided with
substantively less information than had been previously provided hereunder.
Section 4.5. Registration of Foreign Securities. The foreign securities
__________________________________
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the applicable Fund on behalf of such
Portfolio agrees to hold any such nominee harmless from any liability as a
holder of record of such foreign securities. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of a
Portfolio under the terms of this Agreement unless the form of such securities
and the manner in which they are delivered are in accordance with reasonable
market practice.
16.
Section 4.6 Bank Accounts. The Custodian shall identify on its books as
_____________
belonging to the applicable Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of, cash on
the books of the Custodian, a bank account or bank accounts shall be opened and
maintained outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section shall be subject only
to draft or order by the Custodian (or, if applicable, such Foreign
Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash
received by or from or for the account of the Portfolio. Cash maintained on the
books of the Custodian (including its branches, subsidiaries and affiliates),
regardless of currency denomination, is maintained in bank accounts established
under, and subject to the laws of, The Commonwealth of Massachusetts.
Section 4.7. Collection of Income. The Custodian shall use reasonable
____________________
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
Section 4.8 Shareholder Rights. With respect to the foreign securities
__________________
held pursuant to this Section 4, the Custodian shall use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may
exist in the country where such securities are issued. Each Fund acknowledges
that local conditions, including lack of regulation, onerous procedural
obligations, lack of notice and other factors may have the effect of severely
limiting the ability of such Fund to exercise shareholder rights.
Section 4.9. Communications Relating to Foreign Securities. The Custodian
_____________________________________________
shall transmit promptly to the applicable Fund written information with respect
to materials received by the Custodian via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the Portfolios
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith). With respect to
tender or exchange offers, the Custodian shall transmit promptly to the
applicable Fund written information with respect to materials so received by
the Custodian from issuers of the foreign securities whose tender or exchange
is sought or from the party (or its agents) making the tender or exchange
offer. The Custodian shall not be liable for any untimely exercise of any
tender, exchange or other right or power in connection with foreign securities
or other property of the Portfolios at any time held by it unless (i) the
Custodian or the respective Foreign Sub-Custodian is in actual possession of
such foreign securities or property and (ii) the Custodian receives Proper
Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which the
Custodian is to take action to exercise such right or power.
Section 4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant
___________________________________
to which the Custodian employs a Foreign Sub-Custodian shall, to the extent
possible, require the
17.
Foreign Sub-Custodian to exercise reasonable care in the performance of its
duties, and to indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At a Fund's
election, the Portfolios shall be entitled to be subrogated to the rights of
the Custodian with respect to any claims against a Foreign Sub-Custodian as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Portfolios have not been made whole for any such loss,
damage, cost, expense, liability or claim.
Section 4.11 Tax Law. The Custodian shall have no responsibility or
_______
liability for any obligations now or hereafter imposed on any Fund, the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of
the United States or of any state or political subdivision thereof. It shall be
the responsibility of each Fund to notify the Custodian of the obligations
imposed on such Fund with respect to the Portfolios or the Custodian as
custodian of the Portfolios by the tax law of countries other than those
mentioned in the above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with regard to
such tax law shall be to use reasonable efforts to assist the Fund with respect
to any claim for exemption or refund under the tax law of countries for which
such Fund has provided such information.
Section 4.12. Liability of Custodian. The Custodian shall be liable for the
______________________
acts or omissions of a Foreign Sub-Custodian to the same extent as set forth
with respect to sub-custodians generally in this Agreement and, regardless of
whether assets are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, the Custodian shall not be liable for any loss,
damage, cost, expense, liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism, or any other
loss where the Sub-Custodian has otherwise acted with reasonable care.
Section5. Special Sub-custodians
______________________
Upon receipt of Special Instructions (as such term is defined in Section 7
hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one
or more banks, trust companies or other entities designated in such Special
Instructions to act as a sub-custodian for the purposes of effecting such
transaction(s) as may be designated by a Fund in Special Instructions. Each
such designated sub-custodian is referred to herein as a "SPECIAL
SUB-CUSTODIAN." Each such duly appointed Special Sub-Custodian shall be listed
on Schedule D hereto, as it may be amended from time to time by a Fund, with
the acknowledgment of the Custodian. In connection with the appointment of any
Special Sub-Custodian, and in accordance with Special Instructions, the
Custodian shall enter into a sub-custodian agreement with the Fund and the
Special Sub-Custodian in form and substance approved by such Fund, provided
that such agreement shall in all events comply with the provisions of the 1940
Act and the rules and regulations thereunder and the terms and provisions of
this Agreement.
18.
Section6. Loan Servicing Provisions.
_________________________
Section 6.1 General. The following provisions shall apply with respect to
_______
investments, property or assets in the nature of loans, or interests or
participations in loans, including without limitation interests in syndicated
bank loans and bank loan participations, whether in the U.S. or outside the
U.S. (collectively, "LOANS") entered into by each Fund on behalf of itself or
one or more of its Portfolios (each Fund or Portfolio referred to in this
Section 6 as the "Fund").
Section 6.2 Safekeeping. Instruments, certificates, agreements and/or other
___________
documents which the Custodian may receive with respect to Loans, if any
(collectively "FINANCING DOCUMENTS"), from time to time, shall be held by the
Custodian at its offices in Boston, Massachusetts.
Section 6.3 Duties of the Custodian. The Custodian shall accept such
_______________________
Financing Documents, if any, with respect to Loans as may be delivered to it
from time to time by the Fund. The Custodian shall be under no obligation to
examine the contents or determine the sufficiency of any such Financing
Documents or to provide any certification with respect thereto, whether
received by the Custodian as original documents, photocopies, by facsimile or
otherwise. Without limiting the foregoing, the Custodian is under no duty to
examine any such Financing Documents to determine whether necessary steps have
been taken or requirements met with respect to the assignment or transfer of
the related Loan or applicable interest or participation in such Loan. The
Custodian shall be entitled to assume the genuineness, sufficiency and
completeness of any Financing Documents received, and the genuineness and due
authority of any signature appearing on such documents. Notwithstanding any
term of this Agreement to the contrary, with respect to any Loans, (i) the
Custodian shall be under no obligation to determine, and shall have no
liability for, the sufficiency of, or to require delivery of, any instrument,
document or agreement constituting, evidencing or representing such Loan, other
than to receive such Financing Documents, if any, as may be delivered or caused
to be delivered to it by the Fund (or its investment manager acting on its
behalf), (ii) without limiting the generality of the foregoing, delivery of any
such Loan (including without limitation, for purposes of Section 2.6 above) may
be made to the Custodian by, and may be represented solely by, delivery to the
Custodian of a facsimile or photocopy of a credit agreement, an assignment
agreement, or participation agreement (each, a "LOAN AGREEMENT") or a
confirmation or certification from the Fund (or the investment manager) to the
effect that it has acquired such Loan and/or has received or will receive, and
will deliver to the Custodian, appropriate Financing Documents constituting,
evidencing or representing such Loan (such confirmation or certification,
together with any Loan Agreement, collectively, "LOAN AGREEMENT OR
CONFIRMATION"), in any case without delivery of any promissory note,
participation certificate or similar instrument (collectively, an
"INSTRUMENT"), (iii) if an original Instrument shall be or shall become
available with respect to any such Loan, it shall be the sole responsibility of
the Fund (or the investment manager acting on its behalf) to make or cause
delivery thereof to the Custodian, and the Custodian shall be under no
obligation at any time or times to determine whether any such original
Instrument has been issued or made available with respect to such Loan, and
shall not be under any obligation to compel compliance by the Fund to make or
cause delivery of such Instrument to the Custodian, and (iv) any reference to
Financing Documents appearing in this Section 6 shall be deemed to include,
without limitation, any such Instrument and/or Assignment Agreement or
Confirmation.
19.
If payments with respect to a Loan ("LOAN PAYMENT") are not received by the
Custodian on the date on which they are due, as reflected in the Payment
Schedule (as such term is defined in Section 6.4 below) of the Loan ("PAYMENT
DATE"), or in the case of interest payments, not received either on a scheduled
interest payable date, as reported to the Custodian by the Fund (or the
investment manager acting on its behalf) for the Loan (the "INTEREST PAYABLE
DATE"), or in the amount of their accrued interest payable, the Custodian shall
promptly, but in no event later than one business day after the Payment Date or
the Interest Payable Date, give telephonic notice to the party obligated under
the Financing Documents to make such Loan Payment (the "OBLIGOR") of its
failure to make timely payment, and (2) if such payment is not received within
three business days of its due date, shall notify the Fund (or the investment
manager on its behalf) of such Obligor's failure to make the Loan Payment. The
Custodian shall have no responsibility with respect to the collection of Loan
Payments which are past due, other than the duty to notify the Obligor and the
Fund (or the investment manager acting on its behalf) as provided herein.
The Custodian shall have no responsibilities or duties whatsoever under this
Agreement, with respect to Loans or the Financing Documents, except for such
responsibilities as are expressly set forth herein. Without limiting the
generality of the foregoing, the Custodian shall have no obligation to preserve
any rights against prior parties or to exercise any right or perform any
obligation in connection with the Loans or any Financing Documents (including,
without limitation, no obligation to take any action in respect of or upon
receipt of any consent solicitation, notice of default or similar notice
received from any bank agent or Obligor, except that the Custodian shall
undertake reasonable efforts to forward any such notice to the Fund or the
investment manager acting on its behalf). In case any question arises as to its
duties hereunder, the Custodian may request instructions from the Fund and
shall be entitled at all times to refrain from taking any action unless it has
received Proper Instructions from the Fund or the investment manager and the
Custodian shall in all events have no liability, risk or cost for any action
taken, with respect to a Loan, pursuant to and in compliance with the Proper
Instructions of such parties.
The Custodian shall be only responsible and accountable for Loan Payments
actually received by it and identified as for the account of the Fund; any and
all credits and payments credited to the Fund, with respect to Loans, shall be
conditional upon clearance and actual receipt by the Custodian of final payment
thereon.
The Custodian shall promptly, upon the Fund's request, release to the Fund's
investment manager or to any party as the Fund or the Fund's investment manager
may specify, any Financing Documents being held on behalf of the Fund. Without
limiting the foregoing, the Custodian shall not be deemed to have or be charged
with knowledge of the sale of any Loan, unless and except to the extent it
shall have received written notice and instruction from the Fund (or the
investment manager acting on its behalf) with respect thereto, and except to
the extent it shall have received the sale proceeds thereof.
In no event shall the Custodian be under any obligation or liability to make
any advance of its own funds with respect to any Loan.
20.
Section 6.4 Responsibility of the Fund. With respect to each Loan held by
__________________________
the Custodian hereunder in accordance with the provisions hereof, the Fund
shall (a) cause the Financing Documents evidencing such Loan to be delivered to
the Custodian; (b) include with such Financing Documents an amortization
schedule of payments (the "PAYMENT SCHEDULE") identifying the amount and due
dates of scheduled principal payments, the Interest Payable Date(s) and related
payment amount information, and such other information with respect to the
related Loan and Financing Documents as the Custodian reasonably may require in
order to perform its services hereunder (collectively, "LOAN INFORMATION"), in
such form and format as the Custodian reasonably may require; (c) take, or
cause the investment manager to take, all actions necessary to acquire good
title to such Loan (or the participation in such Loan, as the case may be), as
and to the extent intended to be acquired; and (d) cause the Custodian to be
named as its nominee for payment purposes under the Financing Documents or
otherwise provide for the direct payment of the Loan Payments to the Custodian.
The Custodian shall be entitled to rely upon the Loan Information provided to
it by the Fund (or the investment manager acting on its behalf) without any
obligation on the part of the Custodian independently to verify, investigate,
recalculate, update or otherwise confirm the accuracy or completeness thereof;
and the Custodian shall have no liability for any delay or failure on the part
of the Fund in providing necessary Loan Information to the Custodian, or for
any inaccuracy therein or incompleteness thereof. With respect to each such
Loan, the Custodian shall be entitled to rely on any information and notices it
may receive from time to time from the related bank agent, Obligor or similar
party with respect to the related Loan, and shall be entitled to update its
records on the basis of such information or notices received, without any
obligation on its part independently to verify, investigate or recalculate such
information.
Section 6.5 Attachment. In case any portion of the Loans or the Financing
__________
Documents shall be attached or levied upon pursuant to an order of court, or
the delivery or disbursement thereof shall be stayed or enjoined by an order of
court, or any other order, judgment or decrees shall be made or entered by any
court affecting the property of the Fund or any act of the Custodian relating
thereto, the Custodian is hereby expressly authorized in its sole discretion to
obey and comply with all orders, judgments or decrees so entered or issued,
without the necessity to inquire whether such court had jurisdiction, and, in
case the Custodian obeys or complies with any such order, judgment or decree,
it shall not be liable to anyone by reason of such compliance.
Section 7.Payments for Sales or Repurchases or Redemptions of Shares
__________________________________________________________
The Custodian shall receive from the distributor of the Shares or from the
Transfer Agent and deposit into the account of the appropriate Portfolio such
payments as are received for Shares thereof issued or sold from time to time by
the applicable Fund. The Custodian will provide timely notification to such
Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by
it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares, the Custodian is authorized upon receipt
21.
of instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares, the Custodian shall honor checks drawn
on the Custodian by a holder of Shares, which checks have been furnished by a
Fund to the holder of Shares, when presented to the Custodian in accordance
with such procedures and controls as are mutually agreed upon from time to time
between such Fund and the Custodian.
Section8. Proper Instructions and Special Instructions
____________________________________________
"PROPER INSTRUCTIONS," which may also be standing instructions, as such term is
used throughout this Agreement shall mean instructions received by the
Custodian from a Fund, a Fund's duly authorized investment manager or
investment adviser, or a person or entity duly authorized by either of them.
Such instructions may be in writing signed by the authorized person or persons
or may be in a tested communication or in a communication utilizing access
codes effected between electro-mechanical or electronic devices or may be by
such other means and utilizing such intermediary systems and utilities as may
be agreed from time to time by the Custodian and the person(s) or entity giving
such instruction, provided that the Fund has followed any security procedures
agreed to from time to time by the applicable Fund and the Custodian including,
but not limited to, the security procedures selected by the Fund via the form
of Funds Transfer Addendum hereto. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given by a
person authorized to provide such instructions with respect to the transaction
involved; the Fund shall cause all oral instructions to be confirmed in
writing. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any multi-party agreement
which requires a segregated asset account in accordance with Section 2.10
hereof.
"SPECIAL INSTRUCTIONS," as such term is used throughout this Agreement, means
Proper Instructions countersigned or confirmed in writing by the Treasurer or
any Assistant Treasurer of the applicable Fund or any other person designated
in writing by the Treasurer of such Fund, which countersignature or
confirmation shall be (a) included on the same instrument containing the Proper
Instructions or on a separate instrument clearly relating thereto and
(b) delivered by hand, by facsimile transmission, or in such other manner as
the Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time
thereafter, as appropriate, each Fund shall deliver to the Custodian, duly
certified by such Fund's Treasurer or Assistant Treasurer, a certificate
setting forth: (i) the names, titles, signatures and scope of authority of all
persons authorized to give Proper Instructions or any other notice, request,
direction, instruction, certificate or instrument on behalf of the Fund and
(ii) the names, titles and signatures of those persons authorized to give
Special Instructions. Such certificate may be accepted and relied upon by the
Custodian as conclusive evidence of the facts set forth therein and shall be
considered to be in full force and effect until receipt by the Custodian of a
similar certificate to the contrary.
22.
Section9. Evidence of Authority
_____________________
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the applicable
Fund. The Custodian may receive and accept a copy of a resolution certified by
the Secretary or an Assistant Secretary of any Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such resolution or
(b) of any determination or of any action by the applicable Board as described
in such resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.
Section10. Actions Permitted without Express Authority
___________________________________________
The Custodian may in its discretion, without express authority from the
applicable Fund on behalf of each applicable Portfolio:
1) Make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement; provided that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) Surrender securities in temporary form for securities in definitive
form;
3) Endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the applicable Board.
Section11. Duties of Custodian with Respect to the Books of Account and
____________________________________________________________
Calculation of Net Asset Value and Net Income
_____________________________________________
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the applicable Board to keep the books of
account of each Portfolio and/or compute the net asset value per Share of the
outstanding Shares or, if directed in writing to do so by a Fund on behalf of a
Portfolio, shall itself keep such books of account and/or compute such net
asset value per Share. If so directed, the Custodian shall also calculate daily
the net income of the Portfolio as described in the Prospectus and shall advise
the Fund and the Transfer Agent daily of the total amounts of such net income
and, if instructed in writing by an officer of the Fund to do so, shall advise
the Transfer Agent periodically of the division of such net income among its
various components. Each Fund acknowledges and agrees that, with respect to
investments maintained with the Underlying Transfer Agent, the Underlying
Transfer Agent is
23.
the sole source of information on the number of shares of a fund held by it on
behalf of a Portfolio and that the Custodian has the right to rely on holdings
information furnished by the Underlying Transfer Agent to the Custodian in
performing its duties under this Agreement, including without limitation, the
duties set forth in this Section 11 and in Section 12 hereof; provided,
however, that the Custodian shall be obligated to reconcile information as to
purchases and sales of Underlying Shares contained in trade instructions and
confirmations received by the Custodian and to report promptly any
discrepancies to the Underlying Transfer Agent. The calculations of the net
asset value per Share and the daily income of each Portfolio shall be made at
the time or times described from time to time in the Prospectus. Each Fund
acknowledges that, in keeping the books of account of the Portfolio and/or
making the calculations described herein with respect to Portfolio property
released and delivered pursuant to Section 2.2(14), or purchased pursuant to
Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon
information provided to it by the Fund, the Fund's counterparty(ies), or the
agents of either of them.
Section 12. Records
_______
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of each Fund under the 1940 Act, with
particular attention to section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of such Fund and employees and
agents of the SEC. The Custodian shall, at a Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations. Each Fund acknowledges that,
in creating and maintaining the records as set forth herein with respect to
Portfolio property released and delivered pursuant to Section 2.2(14), or
purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and
instructed to rely upon information provided to it by the Fund, the Fund's
counterparty(ies), or the agents of either of them.
Section 13. Opinion of Fund's Independent Accountant
________________________________________
The Custodian shall take all reasonable action, as a Fund with respect to a
Portfolio may from time to time request, to obtain from year to year favorable
opinions from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A or Form
N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.
24.
Section 14. Reports to Fund by Independent Public Accountants
_________________________________________________
The Custodian shall provide the applicable Fund, on behalf of each of the
Portfolios at such times as such Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System (either, a
"SECURITIES SYSTEM"), relating to the services provided by the Custodian under
this Agreement; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.
Section 15. Compensation of Custodian
_________________________
The Custodian shall be entitled to reasonable compensation for its services and
expenses as Custodian, as agreed upon from time to time between each Fund on
behalf of each applicable Portfolio and the Custodian.
Section 16. Responsibility of Custodian
___________________________
So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed by the proper party or parties, including
any futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement, but shall be
kept indemnified by and shall be without liability to any Fund for any action
taken or omitted by it in good faith without negligence, willful misconduct or
reckless disregard of its duties and obligations under this Agreement,
including, without limitation, acting in accordance with any Proper
Instruction. It shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian shall be without liability to any Fund or Portfolio for any loss,
liability, claim or expense resulting from or caused by anything which is part
of Country Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, or acts of war,
revolution, riots or terrorism.
Except as may arise from the Custodian's own bad faith, negligence or willful
misconduct or reckless disregard of its duties and obligations hereunder, or
the bad faith, negligence, willful misconduct or reckless disregard of the
duties and obligations of a sub-custodian or agent, the Custodian shall be
without liability to any Fund for any loss, liability, claim or expense
resulting from or caused by; (i) events or circumstances beyond the reasonable
control of the Custodian or
25.
any sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities market, power or
other mechanical or technological failures or interruptions, computer viruses
or communications disruptions, work stoppages, natural disasters, or other
similar events or acts; (ii) errors by any Fund or its duly authorized
investment manager or investment advisor in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement;
(iii) the insolvency of or acts or omissions by a Securities System; (iv) any
act or omission of a Special Sub-Custodian including, without limitation,
reliance on reports prepared by a Special Sub-Custodian; (v) any delay or
failure of any broker, agent or intermediary, central bank or other
commercially prevalent payment or clearing system to deliver to the Custodian's
sub-custodian or agent securities purchased or in the remittance or payment
made in connection with securities sold; (vi) any delay or failure of any
company, corporation, or other body in charge of registering or transferring
securities in the name of the Custodian, any Fund, the Custodian's
sub-custodians, nominees or agents or any consequential losses arising out of
such delay or failure to transfer such securities including non-receipt of
bonus, dividends and rights and other accretions or benefits; (vii) delays or
inability to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System; and (viii) any
provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or any other country, or political
subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as such term is defined in Section 4 hereof) to the same extent
as set forth with respect to sub-custodians generally in this Agreement.
If a Fund on behalf of a Portfolio requires the Custodian to take any action
with respect to securities, which action involves the payment of money or which
action may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, such Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to
advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Portfolio shall
be security therefor and should the Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to dispose of
such Portfolio's assets to the extent necessary to obtain reimbursement.
Except as may arise from the Custodian's own bad faith, negligence or willful
misconduct or reckless disregard of its duties and obligations hereunder, or
the bad faith,, each Fund shall indemnify and hold the Custodian harmless from
and against any and all costs, expenses, losses,
26.
damages, charges, counsel fees, payments and liabilities which may be asserted
against the Custodian (a) acting in accordance with any Proper Instruction or
Special Instruction including, without limitation, any Proper Instruction with
respect to Free Trades including, but not limited to, cost, expense, loss,
damage, liability, tax, charge, assessment or claim resulting from (i) the
failure of the applicable Fund to receive income with respect to purchased
investments, (ii) the failure of the applicable Fund to recover amounts
invested on maturity of purchased investments, (iii) the failure of the
Custodian to respond to or be aware of notices or other corporate
communications with respect to purchased investments, or (iv) the Custodian's
reliance upon information provided by the applicable Fund, such Fund's
counterparty(ies) or the agents of either of them with respect to Fund property
released, delivered or purchased pursuant to either of Section 2.2(14) or
Section 2.6(7) hereof; (b) for the acts or omissions of any Special
Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
Section 17. Security Interest.
_________________
The provisions of this Section 17 shall constitute a security agreement.
Terms used in this Section 17 which are defined or otherwise set forth in the
Uniform Commercial Code of The Commonwealth of Massachusetts shall have the
same meanings in this Section 17 as in the Uniform Commercial Code of The
Commonwealth of Massachusetts. If a term is defined or otherwise set forth in
Article 9 of the Uniform Commercial Code of The Commonwealth of Massachusetts
and in another Article as well, the term as defined or otherwise set forth in
Article 9 shall control.
17.1 Collateral. To secure the due and punctual payment of all liabilities,
__________
whether actual or contingent ("LIABILITIES"), of each Fund and each
Portfolio, as applicable, to the Custodian now or hereafter arising or
incurred under or in connection with this Agreement, each Fund or
Portfolio hereby grants to the Custodian a security interest in the
following, whether now existing or hereafter acquired or created
(collectively, the "COLLATERAL"):
(i) all of each Fund's or Portfolio's cash, deposit accounts, securities
and other investment property, promissory notes and other
instruments, chattel paper and other assets in the possession or
under the control of any of the Custodian and its agents, affiliates
and subcustodians;
(ii) all of each Fund's or Portfolio's promissory notes and chattel paper
(A) copies of which are in the possession or under the control of any
of the Custodian and its agents, affiliates and subcustodians,
(B) assigned to the Fund or Portfolio and for which originals or
copies of confirmations or other evidences of the assignment are in
the possession or under the control of any of the Custodian and its
agents, affiliates and subcustodians, (C) in which the Fund or
Portfolio holds participations and for which originals or copies of
the participation agreements or certificates are in the possession or
under the control of any of the Custodian and its agents, affiliates
and subcustodians, or (D) assigned to the Fund or Portfolio or in
which the Fund or Portfolio holds participations and for which
instructions have been given to make payments of principal, interest
or other amounts thereon to any of the Custodian and its agents,
affiliates and subcustodians;
27.
(iii)all of each Fund's or Portfolio's payment intangibles (A) evidenced
by or created under written or electronic agreements originals or
copies of which are in the possession or under the control of any of
the Custodian and its agents, affiliates and subcustodians,
(B) assigned to the Fund or Portfolio and for which originals or
copies of confirmations or other evidences of the assignment are in
the possession or under the control of any of the Custodian and its
agents, affiliates and subcustodians, (C) in which the Fund or
Portfolio holds participations and for which originals or copies of
the participation agreements or certificates are in the possession or
under the control of any of the Custodian and its agents, affiliates
and subcustodians, or (D) assigned to the Fund or Portfolio or in
which the Fund or Portfolio holds participations and for which
instructions have been given to make payments of principal, interest
or other amounts thereon to any of the Custodian and its agents,
affiliates and subcustodians; and
(iv) any and all proceeds of any thereof.
The Liabilities include, without limitation, (a) the obligations of each
Fund or Portfolio to the Custodian in relation to any overdraft or other
advance of cash or securities for any purpose including in connection with
any pre-determined income or assumed settlements; (b) the obligations of
the Fund or Portfolio to the Custodian (in its capacity as foreign
exchange provider or otherwise) in relation to any spot or forward foreign
exchange contracts or any other foreign exchange contract or facility
entered into with the Fund or Portfolio; and (c) the obligations of the
Fund or Portfolio to reimburse the Custodian for any taxes, interest,
charges, expense, assessments, or other liabilities that may be assessed
against or imposed on the Custodian under or in connection with this
Agreement for the Fund or Portfolio.
17.2 Failure to Satisfy Liabilities. In the event that the Fund or Portfolio,
______________________________
if applicable, fails to satisfy any of the Liabilities as and when due and
payable, the failure shall constitute a default under this Section 17, and
the Custodian shall then have with respect to the Collateral, in addition
to all other rights and remedies arising hereunder or under applicable
law, the rights and remedies of a secured party under the Uniform
Commercial Code of The Commonwealth of Massachusetts. Without prejudice to
the Custodian's rights under applicable law, the Custodian shall be
entitled, without notice to the Fund or Portfolio, to withhold delivery of
any Collateral, sell or otherwise realize on any Collateral and to apply
the money or other proceeds and any other monies credited to the cash
accounts in satisfaction of such Liabilities. Each Fund and Portfolio, if
applicable, acknowledges that, in the Custodian exercising any such rights
or remedies against any Collateral, it will be commercially reasonable for
the Custodian (i) to accelerate or cause the acceleration of the maturity
of any fixed term deposits comprised in the Collateral and (ii) to effect
such currency conversions as may be necessary at its current rates for the
sale and purchase of the relevant currencies.
28.
17.3 UCC Filings. Each Fund hereby irrevocably authorizes the Custodian at any
___________
time and from time to time to file in any filing office in any Uniform
Commercial Code jurisdiction any initial financing statements and
amendments thereto that (a) indicate the Collateral as described in
Section 17.1 or (ii) as being of an equal or lesser scope or with greater
detail, and (b) provide any other information required by Part 5 of
Article 9 of any applicable Uniform Commercial Code jurisdiction for the
sufficiency or filing office acceptance of any financing statement or
amendment, including whether the Fund is an organization, the type of
organization and any organizational identification number issued to the
Fund. Each Fund agrees to furnish any such information to the Custodian
promptly upon the Custodian's request. Each Fund also ratifies its
authorization for the Custodian to have filed in any Uniform Commercial
Code jurisdiction any like initial financing statements or amendments
thereto if filed prior to the date hereof.
17.4 Chief Executive Office. Each Fund represents and warrants to the Custodian
______________________
that the Fund's chief executive office is located at the address set forth
on Appendix A of this Agreement. Each Fund covenants to provide to the
Custodian at least 30 days' prior written notice of any change of location
of its chief executive office.
17.5 Perfected Security Interest. Each Fund agrees to take such actions as the
___________________________
Custodian may from time to time request in order to insure that the
Custodian has a first perfected security interest in the Collateral and
that the Custodian has the ability to enforce its security interest.
Without limitation upon the foregoing, for such purposes each Fund
(a) shall promptly deliver to the possession or control of the Custodian
or its designee originals of any instruments (including promissory notes)
and chattel paper comprised in the Collateral and not already in the
possession or under the control of the Custodian and its agents,
affiliates and subcustodians, (b) shall promptly obtain termination
amendments of Uniform Commercial Code financing statements or terminations
or subordinations of security interests or other liens, in form and
substance satisfactory to Custodian, where the failure to take such action
could result in a competing security in or other lien on any of the
Collateral having priority over the security interest of the Custodian in
the Collateral, (c) shall promptly execute and file such notices and
registrations and take such other actions, including actions required
under the law of any foreign jurisdiction, which are, in the opinion of
the Custodian, necessary or advisable to assure the attachment,
perfection, priority and ability of the Custodian to enforce the security
interest, and (d) further authorizes the Custodian to take such action as
in the opinion of the Custodian may be necessary or advisable under any
foreign law including making an appropriate entry in any security
interest, charge or lien registry in the country whose laws the Fund is
organized or in which the Fund maintains an office.
Section 18. Effective Period, Termination and Amendment
___________________________________________
This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or
29.
mailed, postage prepaid to the other party, such termination to take effect not
sooner than sixty (60) days after the date of such delivery or mailing;
provided, however, that no Fund shall amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of such Fund's Governing Documents, and further provided, that any Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
(i) substitute another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Termination of this Agreement with respect to any one particular Fund or
Portfolio shall in no way affect the rights and duties under this Agreement
with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
Section 19. Successor Custodian
___________________
If a successor custodian for one or more Portfolios shall be appointed by the
applicable Board, the Custodian shall, upon termination and receipt of Proper
Instructions, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of Proper Instructions, deliver at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or
alternative arrangements shall have been delivered to the Custodian on or
before the date when such termination shall become effective, then the
Custodian shall have the right to deliver to a bank or trust company, which is
a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts or
New York, New York, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments held by the
Custodian relative thereto and all other property held by it under this
Agreement on behalf of each applicable Portfolio, and to transfer to an account
of such successor custodian all of the securities of each such Portfolio held
in any Securities System or at the Underlying Transfer Agent. Thereafter, such
bank or trust company shall be the successor of the Custodian under this
Agreement.
30.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of any Fund to provide Proper Instructions as aforesaid, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian shall remain in full force and effect.
Section 20. General
_______
Section 20.1 Massachusetts Law to Apply. This Agreement shall be construed
__________________________
and the provisions thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
Section 20.2 Prior Agreements. This Agreement supersedes and terminates, as
________________
of the date hereof, all prior Agreements between each Fund on behalf of each of
the Portfolios and the Custodian relating to the custody of such Fund's assets.
Section 20.3 Assignment. This Agreement may not be assigned by (a) any Fund
__________
without the written consent of the Custodian or (b) by the Custodian without
the written consent of each applicable Fund.
Section 20.4 Interpretive and Additional Provisions. In connection with the
______________________________________
operation of this Agreement, the Custodian and each Fund on behalf of each of
the Portfolios, may from time to time agree on such provisions interpretive of
or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by all
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of a Fund's Governing Documents. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
Section 20.5 Additional Funds. In the event that any management investment
________________
company in addition to those listed on Appendix A hereto desires to have the
Custodian render services as custodian under the terms hereof, it shall so
notify the Custodian in writing, and if the Custodian agrees in writing to
provide such services, such management investment company shall become a Fund
hereunder and be bound by all terms and conditions and provisions hereof
including, without limitation, the representations and warranties set forth in
Section 20.7 below.
Section 20.6 Additional Portfolios. In the event that any Fund establishes
_____________________
one or more series of Shares in addition to those set forth on Appendix A
hereto with respect to which it desires to have the Custodian render services
as custodian under the terms hereof, it shall so notify the Custodian in
writing, and if the Custodian agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
31.
Section 20.7 The Parties. All references herein to the "Fund" are to each of
___________
the management investment companies listed on Appendix A hereto, and each
management investment company made subject to this Agreement in accordance with
Section 20.5 above, individually, as if this Agreement were between such
individual Fund and the Custodian. In the case of a series corporation, trust
or other entity, all references herein to the "Portfolio" are to the individual
series or portfolio of such corporation, trust or other entity, or to such
corporation, trust or other entity on behalf of the individual series or
portfolio, as appropriate. Any reference in this Agreement to "the parties"
shall mean the Custodian and such other individual Fund as to which the matter
pertains. Each Fund hereby represents and warrants that (a) it is duly
incorporated or organized and is validly existing in good standing in its
jurisdiction of incorporation or organization; (b) it has the requisite power
and authority under applicable law and its Governing Documents to enter into
and perform this Agreement; (c) all requisite proceedings have been taken to
authorize it to enter into and perform this Agreement; (d) this Agreement
constitutes its legal, valid, binding and enforceable agreement; and (e) its
entrance into this Agreement shall not cause a material breach or be in
material conflict with any other agreement or obligation of the Fund or any law
or regulation applicable to it.
Section 20.8 Remote Access Services Addendum. The Custodian and each Fund
_______________________________
agree to be bound by the terms of the Remote Access Services Addendum hereto.
SECTION 20.9 Notices. Any notice, instruction or other instrument required
_______
to be given hereunder may be delivered in person to the offices of the parties
as set forth herein during normal business hours or delivered prepaid
registered mail or by telex, cable or telecopy to the parties at the following
addresses or such other addresses as may be notified by any party from time to
time.
To any Fund: 000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Forget
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: State Street Bank and Trust Company
Two Avenue de Lafayette - LCC/5
Xxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty-four hours after dispatch and,
in the case of telex, immediately on dispatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the
notice was properly addressed, stamped and put into the post shall be
conclusive evidence of posting.
32.
Section 20.10 Counterparts. This Agreement may be executed in several
____________
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same Agreement.
Section 20.11 Severability. If any provision or provisions of this Agreement
____________
shall be held to be invalid, unlawful or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired.
Section 20.12 Reproduction of Documents. This Agreement and all schedules,
_________________________
addenda, exhibits, appendices, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 20.13 Shareholder Communications Election. SEC Rule 14b-2 under the
___________________________________
Securities Exchange Act of 1934 requires banks which hold securities for the
account of customers to respond to requests by issuers of securities for the
names, addresses and holdings of beneficial owners of securities of that issuer
held by the bank unless the beneficial owner has expressly objected to
disclosure of this information. In order to comply with the rule, the Custodian
needs each Fund to indicate whether it authorizes the Custodian to provide such
Fund's name, address, and share position to requesting companies whose
securities the Fund owns. If a Fund tells the Custodian "no," the Custodian
will not provide this information to requesting companies. If a Fund tells the
Custodian "yes" or does not check either "yes" or "no" below, the Custodian is
required by the rule to treat the Fund as consenting to disclosure of this
information for all securities owned by the Fund or any funds or accounts
established by the Fund. For a Fund's protection, the Rule prohibits the
requesting company from using the Fund's name and address for any purpose other
than corporate communications. Please indicate below whether the Fund consents
or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name, address, and
share positions.
NO [X] The Custodian is not authorized to release the Fund's name, address,
and share positions.
33.
Section 25. Limitation of Liability
No Trustee, officer, shareholder, employee or agent of any Fund shall be held
to any personal liability nor shall resort be had to such person's private
property for the satisfaction of a claim against any Fund, but such Fund only
shall be liable.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
34.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date first above-written.
Fund Signature Attested to By: EACH OF THE REGISTERED INVESTMENT
COMPANIES SET FORTH ON APPENDIX A
ATTACHED HERETO
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxxx Forget
------------------------------- -------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxxxxx Forget
Title: Assistant Title: President
Signature Attested to By: STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx X Xxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxx X. Xxxx Xxxxxx X. Xxxxxx
Counsel Executive Vice President
35.
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
__________________________
Dated July 1, 2005
Investment Companies Registered with the SEC and Portfolios thereof, If Any
___________________________________________________________________________
THE TRAVELERS SERIES TRUST [Chief Executive Office - Hartford,
Connecticut]
AIM Capital Appreciation Portfolio
Convertible Securities Portfolio
Disciplined Mid Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Managed Allocation Series: Conservative Portfolio
Managed Allocation Series: Moderate Portfolio
Managed Allocation Series: Moderate-Conservative Portfolio
Managed Allocation Series: Moderate-Aggressive Portfolio
Managed Allocation Series: Aggressive Portfolio
Mercury Large Cap Core Portfolio
MFS Mid Cap Growth Portfolio
MFS Total Return Portfolio
MFS Value Portfolio
Mondrian International Stock Portfolio
Pioneer Mid Cap Value Portfolio
Pioneer Fund Portfolio
Pioneer Strategic Income Portfolio
Salomon Brothers Strategic Total Return Bond Portfolio
Strategic Equity Portfolio
Style Focus Series: Small Cap Growth Portfolio
Style Focus Series: Small Cap Value Portfolio
Travelers Managed Income Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Xxx Xxxxxx Enterprise Portfolio
Zero Coupon Bond Fund Portfolio (Series 2005)
MONEY MARKET PORTFOLIO [Chief Executive Office - Hartford, Connecticut]
HIGH YIELD BOND TRUST [Chief Executive Office - Hartford, Connecticut]
MANAGED ASSETS TRUST [Chief Executive Office - Hartford, Connecticut]
CAPITAL APPRECIATION FUND [Chief Executive Office - Hartford, Connecticut]
36.
SCHEDULE D
TO
MASTER CUSTODIAN AGREEMENT
OF JULY 1, 0000, XXXXXXX
XXXXX XXXXXX BANK AND TRUST COMPANY AND
EACH OF THE REGISTERED INVESTMENT COMPANIES LISTED ON APPENDIX A
Special Sub-Custodians
______________________
*[Name(s) of Special Sub-Custodian(s)]
Authorized Signatures:
By: By:
----------------------------- ---------------------------------
Title: Title:
----------------------------- ---------------------------------
Date: Date:
----------------------------- ---------------------------------
37.
SCHEDULE E
TO
MASTER CUSTODIAN AGREEMENT
OF JULY 1, 0000, XXXXXXX
XXXXX XXXXXX BANK AND TRUST COMPANY AND
EACH OF THE REGISTERED INVESTMENT COMPANIES LISTED ON APPENDIX A
TRI-PARTY REPO CUSTODIAN BANKS ACCOUNT NUMBERS
Authorized Signatures:
By: By:
------------------------------ -------------------------------
Title: Title:
------------------------------ -------------------------------
Date: Date:
------------------------------ -------------------------------
38.
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Agentina Citibank, N.A.
Australia Westpac Banking Corporation Citibank Pty. Limited
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium BNP Paribas Securities Services, S.A.
Benin via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands Scotiabank & Trust (Cayman) Limited
Chile BankBoston, N.A.
1
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
People's Republic of The Hongkong and Shanghai Banking Corporation Limited,
China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Banco de la Produccion S.A.
Egypt HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Estonia AS Hansabank
Finland Nordea Bank Finland Plc.
France BNP Paribas Securities Services, S.A.
Germany Deutsche Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
2
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank (Hong Kong) Limited
Hungary HVB Bank Hungary Rt.
Iceland Kaupthing Bank hf.
India Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Indonesia Deutsche Bank AG
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas Securities Services, S.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Bank of Nova Scotia Jamaica Ltd.
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East (as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan (as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
3
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Kenya Barclays Bank of Kenya Limited
Republic of Korea Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Malta HSBC Bank Malta Plc.
Mauritius The Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional de Mexico S.A.
Morocco Attijariwafa bank
Namibia Standard Bank Namibia Limited
Netherlands Deutsche Bank N.V.
KAS BANK N.V.
New Zealand Westpac Banking Corporation
4
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Niger via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Nigeria Stanbic Bank Nigeria Limited
Norway Nordea Bank Norge ASA
Oman HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Panama HSBC Bank (Panama) S.A.
Peru Citibank del Peru, S.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues S.A.
Puerto Rico Citibank N.A.
Qatar HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Senegal via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
5
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Serbia HVB Bank Serbia and Montenegro a.d.
Singapore DBS Bank Limited United Overseas Bank Limited
Slovak Republic Ceskoslovenska Obchodni Banka, A.S., pobocka zahranicnej
banky v SR
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Nedcor Bank Limited Standard Bank of South Africa Limited
Spain Santander Central Hispano Investment S.A.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Xxxxxx XX
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
6
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
------- ------------
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, A.S.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East Limited (as delegate of The
Hongkong and Shanghai Banking Corporation Limited)
United Kingdom State Street Bank and Trust Company, United kingdom
Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Plc.
Zimbabwe Barclays Bank of Zimbabwe Limited
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Bahrain Clearing, Settlement, and Depository System of the
Bahrain Stock Exchange
Bangladesh Central Depository Bangladesh Limited
Belgium Banque Nationale de Belgique
Caisse Interprofessionnelle de Depots et de Virements de
Titres, S.A.
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP)
Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada The Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
People's Republic of China Securities Depository and Clearing Corporation
China Limited Shanghai Branch
China Securities Depository and Clearing Corporation
Limited Shenzhen Branch
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S..A.
(DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Sredisnja Depozitarna Agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Estonia AS Eesti Vaartpaberikeskus
Finland Suomen Arvopaperikeskus
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Greece Apothetirion Titlon AE - Central Securities Depository
Bank of Greece,
System for Monitoring Transactions in Securities in
Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Xxxx Xxxxxxx Xxxxxxxxxxxx Xxxx
Xxxx Xxxx Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
Iceland Icelandic Securities Depository Limited
India Central Depository Services (India) Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE
Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC) Incorporated
Jordan Securities Depository Center
Kazakhstan Central Securities Depository
Kenya Central Depository and Settlement Corporation Limited
Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Banque du Liban
Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (Midclear) X.X.X.
Lithuania Central Securities Depository of Lithuania
Malaysia Bank Negara Malaysia
Bursa Malaysia Depository Sdn. Bhd.
Mali Depositaire Central - Banque de Reglement
Malta Central Securities Depository of the Malta Stock Exchange
Mauritius Bank of Mauritius
Central Depository and Settlement Co. Ltd.
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Mexico S.D. Indeval, S.A. de C.V.
Morocco Maroclear
Namibia Bank of Namibia
Netherlands Euroclear Nederland
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities
Depository)
Oman Muscat Depository & Securities Registration Company, SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing, Depository and Settlement, a department of the
Palestine Stock Exchange
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the Bureau of
Treasury
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Poland Rejestr Papierow Wartosciowych
Krajowy Depozyt Papierow Wartos'ciowych S.A.
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a department of
the Doha Securities Market
Romania Bucharest Stock Exchange Registry Division
National Bank of Romania
National Securities Clearing, Settlement and Depository
Company
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian
Federation
Senegal Depositaire Central - Banque de Reglement
Serbia Central Registrar and Central Depository for Securities
Singapore The Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Naodna banka slovenska
Centralny depozitar cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna xxxxxx x.x.
South Africa Share Transactions Totally Electronic (STRATE) Ltd.
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
------- ------------
Spain IBERCLEAR
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Company Limited
Thailand Bank of Thailand
Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Trinidad and Tobago Central Bank
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
(STICODEVAM)
Turkey Central Bank of Turkey
Takas ve Saklama Bankasi A.S. (TAKASBANK)
Uganda Bank of Uganda
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System, a department of the
Dubai Financial Market
7
STATE STREET SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITOIRES
------- ------------
United Kingdom CrestCo.
Uruguay Banco Central del Uruguay
Venezuela Banco Central de Venezuela Caja Venezolana de Valores
Vietnam Securities Registration, Clearing and Settlement, Depository
Department of the Securities Trading Center
Zambia Bank of Zambia
XxXX Central Shares Depository Limited
TRANSNATIONAL
Euroclear
Clearstream Banking, S.A.
8
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
------------------------------- ---------------------------------------------------------------------
(Scheduled frequency)
THE GUIDE TO CUSTODY IN WORLD MARKETS An overview of settlement and safekeeping procedures, custody
______________________________________ practices and foreign investor considerations for the markets in
(hardcopy annually and regular website which State Street offers custodial services.
updates)
GLOBAL CUSTODY NETWORK REVIEW Information relating to Foreign Sub-Custodians in State Street's
_____________________________ Global Custody Network. The Review stands as an integral part
(annually) of the materials that State Street provides to its U.S. mutual fund
clients to assist them in complying with SEC Rule 17f-5. The
Review also gives insight into State Street's market expansion
and Foreign Sub-Custodian selection processes, as well as the
procedures and controls used to monitor the financial condition
and performance of our Foreign Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign Securities Depositories
____________________________ presently operating in Network markets. This publication is an
(annually) integral part of the materials that State Street provides to its U.S.
mutual fund clients to meet informational obligations created by
SEC Rule 17f-7.
GLOBAL LEGAL SURVEY With respect to each market in which State Street offers
___________________ custodial services, opinions relating to whether local law
(annually) restricts (i) access of a fund's independent public accountants to
books and records of a Foreign Sub-Custodian or Foreign
Securities System, (ii) a fund's ability to recover in the event of
bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign
Securities System, (iii) a fund's ability to recover in the event of
a loss by a Foreign Sub-Custodian or Foreign Securities System,
and (iv) the ability of a foreign investor to convert cash and cash
equivalents to U.S. dollars.
SUBCUSTODIAN AGREEMENTS Copies of the contracts that State Street has entered into with
_______________________ each Foreign Sub-Custodian that maintains U.S. mutual fund
(annually) assets in the markets in which State Street offers custodial
services.
GLOBAL MARKET BULLETIN Information on changing settlement and custody conditions in
______________________ markets where State Street offers custodial services. Includes
(daily or as necessary) changes in market and tax regulations, depository developments,
dematerialization information, as well as other market changes
that may impact State Street's clients.
Foreign Custody Advisories For those markets where State Street offers custodial services
(as necessary) that exhibit special risks or infrastructures impacting custody,
State Street issues market advisories to highlight those unique
market factors which might impact our ability to offer
recognized custody service levels.
Material Change Notices Informational letters and accompanying materials confirming
(presently on a quarterly basis or as State Street's foreign custody arrangements, including a
otherwise necessary) summary of material changes with Foreign Sub-Custodians that
have occurred during the previous quarter. The notices also
identify any material changes in the custodial risks associated
with maintaining assets with Foreign Securities Depositories.
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
OPERATING GUIDELINES
____________________
1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of
money that State Street has been instructed to transfer. State Street shall
execute payment orders in compliance with the Security Procedure and with the
Client's instructions on the execution date provided that such payment order is
received by the customary deadline for processing such a request, unless the
payment order specifies a later time. All payment orders and communications
received after this time will be deemed to have been received on the next
business day.
2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. 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 State Street 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 State
Street. The Client shall restrict access to confidential information relating
to the Security Procedure to authorized persons as communicated in writing to
State Street. The Client must notify State Street 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. State Street shall verify
the authenticity of all instructions according to the Security Procedure.
3. ACCOUNT NUMBERS: State Street 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 State Street 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. State
Street 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: State Street 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 State Street's receipt of
such payment order; (b) if initiating such payment order would cause State
Street, in State Street's sole judgment, to exceed any volume, aggregate
dollar, network, time, credit or similar limits upon wire transfers which are
applicable to State Street; or (c) if State Street, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6. ERRORS: State Street shall assume no responsibility for failure to detect
any erroneous payment order provided that State Street complies with the
payment order instructions as received and State Street complies with the
Security Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment
order within thirty (30) days of notification by State Street of the acceptance
of such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a
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 New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of 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. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours. Notice may be delivered
through State Street's proprietary information systems, such as, but not
limited to Horizon and GlobalQuest(R), account statements, advices, or by
facsimile or callback. The Client must report any objections to the execution
of a payment order within 30 days.
1
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of
such deposit or the use of assets denominated in the non-U.S. dollar currency
is prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power
of any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or(c) the closure of a non-U.S. branch of State Street in
order to prevent, in the reasonable judgment of State Street, harm to the
employees or property of State Street. The obligation to repay any such deposit
shall not be transferred to and may not be enforced against any other branch of
State Street.
The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to the wrong party or parties, regardless of
any fault of State Street 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.
2
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
Security Procedure(s) Selection Form
____________________________________
Please select one or more 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. SWIFT is considered to be one of the most
secure and efficient networks for the delivery of funds transfer instructions.
SELECTION OF THIS SECURITY PROCEDURE WOULD BE MOST APPROPRIATE FOR EXISTING
SWIFT MEMBERS.
[ ]STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on
the Client's established list of brokers with which it engages in foreign
exchange transactions. Only the date, the currency and the currency amount are
variable. In order to establish this procedure, State Street will send to the
Client a list of the brokers that State Street has determined are used by the
Client. The Client will confirm the list in writing, and State Street will
verify the written confirmation by telephone. Standing Instructions will be
subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the Standing Instruction will be confirmed by telephone
prior to execution.
[ ]REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU)
data communications between the Client and State Street. Security procedures
include encryption and or the use of a test key by those individuals authorized
as Automated Batch Verifiers.
CLIENTS SELECTING THIS OPTION SHOULD HAVE AN EXISTING FACILITY FOR COMPLETING
CPU-CPU TRANSMISSIONS. THIS DELIVERY MECHANISM IS TYPICALLY USED FOR
HIGH-VOLUME BUSINESS.
[ ]GLOBAL HORIZON INTERCHANGESM FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.
THIS DELIVERY MECHANISM IS MOST APPROPRIATE FOR CLIENTS WITH A LOW-TO-MEDIUM
NUMBER OF TRANSACTIONS (5-75 PER DAY), ALLOWING CLIENTS TO ENTER, BATCH, AND
REVIEW WIRE TRANSFER INSTRUCTIONS ON THEIR PC PRIOR TO RELEASE TO STATE STREET.
[ ]TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, 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.
[ ]REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) 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 mutually agreed upon limit. If the payment order exceeds
the established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
THIS ALTERNATIVE IS RECOMMENDED WHENEVER FUNDS ARE FREQUENTLY TRANSFERRED
BETWEEN THE SAME TWO ACCOUNTS.
[ ]TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual
Fund Services. Standard security procedure requires the use of a random number
test key for all transfers. Every six months the Client receives test key logs
from State Street. The test key contains alpha-numeric characters, which the
Client puts on each document faxed to State Street. This procedure ensures all
wire instructions received via fax are authorized by the Client.
WE PROVIDE THIS OPTION FOR CLIENTS WHO WISH TO BATCH WIRE INSTRUCTIONS AND
TRANSMIT THESE AS A GROUP TO STATE STREET MUTUAL FUND SERVICES ONCE OR SEVERAL
TIMES A DAY.
3
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
[ ]AUTOMATED CLEARING HOUSE (ACH)
State Street receives an automated transmission or a magnetic tape 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. Clients using ACH
must select one or more of the following delivery options:
[ ]GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.
[ ]Transmission from Client PC to State Street Mainframe with Telephone Callback
[ ]Transmission from Client Mainframe to State Street Mainframe with Telephone
Callback
[ ]Transmission from DST Systems to State Street Mainframe with Encryption
[ ]Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only
via the delivery methods and security procedures indicated. The selected
delivery methods and security procedure(s) will be effective___________ ____
for payment orders initiated by our organization.
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
--------------------------------------
Telex Number
4
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Travelers Asset Management International Company LLC
____________________________________________________
("TAMIC")
_________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
5
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Federated Investment Management Company
_______________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
6
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Federated Equity Management Company of Pennsylvania
___________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
7
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Fidelity Management & Research Company
______________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
8
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Mondrian Investment Partners LTD
________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
9
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Massachusetts Financial Services Company ("MFS")
________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
10
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Xxxxxxx Xxxxx Investment Managers, L.P. ("MLIM")
________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
11
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Pioneer Investment Management, Inc. ("Pioneer")
_______________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
12
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER The Travelers Investment Management Company ("TIMCO")
_____________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
13
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Deutsche Investment Management Americas Inc. ("DIMA")
_____________________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
14
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Janus Capital Management LLC
____________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
15
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Dreman Value Management LLC
___________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
16
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Xxxxx Xxxxxx Asset Management (SBAM)
____________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
17
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Travelers Investment Adviser, Inc. ("TIA")
__________________________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
18
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
______________________
FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
______________________________________________________________________
Schedule F attached
___________________
INVESTMENT ADVISER Xxx Xxxxxx Asset Management
___________________________
AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
---- ------------------------ ------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
---- ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
------------------------ ------------------------ --------------------------
19
FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
INSTRUCTION(S)
______________
TELEPHONE CONFIRMATION
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FUND Each Registered Investment Company or Its Portfolio(s) as indicated on
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Schedule F attached
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INVESTMENT ADVISER AIM Capital Management Inc. ("AIM")
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AUTHORIZED INITIATORS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE
CURRENTLY AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
TITLE (Specify whether
position is with Fund or
NAME Investment Adviser) SPECIMEN SIGNATURE
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AUTHORIZED VERIFIERS
Please Type or Print
PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS 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)
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FUNDS TRANSFER ADDENDUM [GRAPHIC APPEARS HERE]
Schedule F
FUND/PORTFOLIO NAME: ADVISOR/SUB-ADVISOR:
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THE TRAVELERS SERIES TRUST
AIM Capital Appreciation Portfolio
TIA/AIM
Convertible Securities Portfolio TAMIC
Disciplined Mid Cap Stock Portfolio TAMIC/TIMCO
Equity Income Portfolio TAMIC/Fidelity Mgmt & Research Co.
Federated High Yield Portfolio TAMIC/Federated Investment Mgmt Co.
Federated Stock Portfolio TAMIC/Federated Equity Mgmt Co of PA
Large Cap Portfolio TAMIC/Fidelity Mgmt & Research Co.
Managed Allocation Series:
Conservative Portfolio TAMIC/DIMA
Managed Allocation Series: Moderate
Portfolio TAMIC/DIMA
Managed Allocation Series:
Moderate-Conservative Portfolio TAMIC/DIMA
Managed Allocation Series:
Moderate-Aggressive Portfolio TAMIC/DIMA
Managed Allocation Series: Aggressive
Portfolio TAMIC/DIMA
Mercury Large Cap Core Portfolio TAMIC/MLIM
MFS Mid Cap Growth Portfolio TAMIC/MFS
MFS Total Return Portfolio TIA/MFS
MFS Value Portfolio TAMIC/MFS
Mondrian International Stock Portfolio TAMIC/Mondrian Investment Partners LTD
Pioneer Mid Cap Value Portfolio TAMIC/Pioneer
Pioneer Fund Portfolio TAMIC/Pioneer
Pioneer Strategic Income Portfolio TIA/Pioneer
Salomon Brothers Strategic Total
Return Bond Portfolio TIA/SBAM
Strategic Equity Portfolio TIA/Fidelity Mgmt & Research Co.
Style Focus Series: Small Cap Growth
Portfolio TAMIC/TIMCO/Janus Capital Mgmt LLC
Style Focus Series: Small Cap Value
Portfolio TAMIC/TIMCO/Dreman Value Mgmt LLC
Travelers Managed Income Portfolio TAMIC
Travelers Quality Bond Portfolio TAMIC
U.S. Government Securities Portfolio TAMIC
Xxx Xxxxxx Enterprise Portfolio TIA/Xxx Xxxxxx Asset Management
Zero Coupon Bond Fund Portfolio
(Series 2005) TAMIC
MONEY MARKET PORTFOLIO TAMIC
HIGH YIELD BOND TRUST TAMIC
MANAGED ASSETS TRUST TAMIC/TIMCO
CAPITAL APPRECIATION FUND TAMIC/Janus Capital Mgmt LLC
Signature by Duly-authorized Fund Officer:____________________
Date:________________________
21
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
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ADDENDUM to that certain Master Custodian Agreement dated as of July 1, 2005
(the "Custodian Agreement") by and among each management investment company
identified on Appendix A thereto or made subject thereto pursuant to Section
[18.5] thereof (each, a "Customer") and State Street Bank and Trust Company,
including its subsidiaries and affiliates ("State Street").
State Street has developed and utilizes proprietary accounting and other
systems in conjunction with the custodian services which State Street provides
to the Customer. In this regard, State Street maintains certain information in
databases under its control and ownership which it makes available to its
customers (the "Remote Access Services").
The Services
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State Street agrees to provide the Customer, and its designated investment
advisors, consultants or other third parties authorized by State Street
("Authorized Designees") with access to In~Sight/SM /as described in Exhibit A
or such other systems as may be offered from time to time (the "System") on a
remote basis.
Security Procedures
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The Customer agrees to comply, and to cause its Authorized Designees to comply,
with remote access operating standards and procedures and with user
identification or other password control requirements and other security
procedures as may be issued from time to time by State Street for use of the
System and access to the Remote Access Services. The Customer agrees to advise
State Street immediately in the event that it learns or has reason to believe
that any person to whom it has given access to the System or the Remote Access
Services has violated or intends to violate the terms of this Addendum and the
Customer will cooperate with State Street in seeking injunctive or other
equitable relief. The Customer agrees to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State
Street.
Fees
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Fees and charges for the use of the System and the Remote Access Services and
related payment terms shall be as set forth in the custody fee schedule in
effect from time to time between the parties. The Customer shall be responsible
for any tariffs, duties or taxes imposed or levied by any government or
governmental agency by reason of the transactions contemplated by this
Addendum, including, without limitation, federal, state and local taxes, use,
value added and personal property taxes (other than income, franchise or
similar taxes which may be imposed or assessed against State Street). Any
claimed exemption from such tariffs, duties or taxes shall be supported by
proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
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The System and Remote Access Services described herein and the databases,
computer programs, screen formats, report formats, interactive design
techniques, formulae, processes, systems, software, know- how, algorithms,
programs, training aids, printed materials, methods, books, records, files,
documentation and other information made available to the Customer by State
Street as part of the Remote Access Services and through the use of the System
and all copyrights, patents, trade secrets and other proprietary rights of
State Street related thereto are the exclusive, valuable and confidential
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property of State Street and its relevant licensors (the "Proprietary
Information"). The Customer agrees on behalf of itself and its Authorized
Designees to keep the Proprietary Information confidential and to limit access
to its employees and Authorized Designees (under a similar duty of
confidentiality) who require access to the System for the purposes intended.
The foregoing shall not apply to Proprietary Information in the public domain
or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with
the proper purposes of this Addendum. The Customer will not, and will cause its
employees and Authorized Designees not to, (i) permit any third party to use
the System or the Remote Access Services, (ii) sell, rent, license or otherwise
use the System or the Remote Access Services in the operation of a service
bureau or for any purpose other than as expressly authorized under this
Addendum, (iii) use the System or the Remote Access Services for any fund,
trust or other investment vehicle without the prior written consent of State
Street, or (iv) allow or cause any information transmitted from State Street's
databases, including data from third party sources, available through use of
the System or the Remote Access Services, to be published, redistributed or
retransmitted for other than use for or on behalf of the Customer, as State
Street's customer.
The Customer agrees that neither it nor its Authorized Designees will modify
the System in any way; enhance or otherwise create derivative works based upon
the System, nor will your or your Authorized Designees reverse engineer,
decompile or otherwise attempt to secure the source code for all or any part of
the System.
The Customer acknowledges that the disclosure of any Proprietary Information,
or of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to State Street
inadequately compensable in damages at law and that State Street shall be
entitled to obtain immediate injunctive relief against the breach or threatened
breach of any of the foregoing undertakings, in addition to any other legal
remedies which may be available.
Limited Warranties
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State Street represents and warrants that it is the owner of and has the right
to grant access to the System and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information technology
including, but not limited to, the use of the Internet, and the necessity of
relying upon third party sources, and data and pricing information obtained
from third parties, the System and Remote Access Services are provided "AS IS",
and the Customer and its Authorized Designees shall be solely responsible for
the investment decisions, results obtained, regulatory reports and statements
produced using the Remote Access Services. State Street and its relevant
licensors will not be liable to the Customer or its Authorized Designees for
any direct or indirect, special, incidental, punitive or consequential damages
arising out of or in any way connected with the System or the Remote Access
Services, nor shall either party be responsible for delays or nonperformance
under this Addendum arising out of any cause or event beyond such party's
control.
State Street will take reasonable steps to ensure that its products (and those
of its third-party suppliers) reflect the available state of the art technology
to offer products that are Year 2000 compliant, including, but not limited to,
century recognition of dates, calculations that correctly compute same century
and multi century formulas and date values, and interface values that reflect
the date issues arising between now and December 31, 2099, and if any changes
are required, State Street will make the changes to its products at no cost to
you and in a commercially reasonable time frame and will require third-party
suppliers to do likewise. The Customer will do likewise for its systems.
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EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND
ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING
THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
Infringement
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State Street will defend or, at our option, settle any claim or action brought
against the Customer to the extent that it is based upon an assertion that
access to the System or use of the Remote Access Services by the Customer under
this Addendum constitutes direct infringement of any patent or copyright or
misappropriation of a trade secret, provided that the Customer notifies State
Street promptly in writing of any such claim or proceeding and cooperates with
State Street in the defense of such claim or proceeding. Should the System or
the Remote Access Services or any part thereof become, or in State Street's
opinion be likely to become, the subject of a claim of infringement or the like
under any applicable patent or copyright or trade secret laws, State Street
shall have the right, at State Street's sole option, to (i) procure for the
Customer the right to continue using the System or the Remote Access Services,
(ii) replace or modify the System or the Remote Access Services so that the
System or the Remote Access Services becomes noninfringing, or (iii) terminate
this Addendum without further obligation.
Termination
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Either party to the Custodian Agreement may terminate this Addendum (i) for any
reason by giving the other party at least one-hundred and eighty (180) days
prior written notice in the case of notice of termination by State Street to
the Customer or thirty (30) days notice in the case of notice from the Customer
to State Street of termination, or (ii) immediately for failure of the other
party to comply with any material term and condition of the Addendum by giving
the other party written notice of termination. This Addendum shall in any event
terminate within ninety (90) days after the termination of the Custodian
Agreement. In the event of termination, the Customer will return to State
Street all copies of documentation and other confidential information in its
possession or in the possession of its Authorized Designees. The foregoing
provisions with respect to confidentiality and infringement will survive
termination for a period of three (3) years.
Miscellaneous
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This Addendum and the exhibit hereto constitute the entire understanding of the
parties to the Custodian Agreement with respect to access to the System and the
Remote Access Services. This Addendum cannot be modified or altered except in a
writing duly executed by each of State Street and the Customer and shall be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
By its execution of the Custodian Agreement, the Customer (a) confirms to State
Street that it informs all Authorized Designees of the terms of this Addendum;
(b) accepts responsibility for its and its Authorized Designees' compliance
with the terms of this Addendum; and (c) indemnifies and holds State Street
harmless from and against any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities arising from any failure of the
Customer or any of its Authorized Designees to abide by the terms of this
Addendum.
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EXHIBIT A
TO
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
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IN~SIGHT(SM)
System Product Description
In~Sight(SM) provides bilateral information delivery, interoperability, and
on-line access to State Street. In~Sight(SM) allows users a single point of
entry into State Street's diverse systems and applications. Reports and data
from systems such as Investment Policy Monitor(SM), Multicurrency Horizon(SM),
Securities Lending, Performance & Analytics and Electronic Trade Delivery can
be accessed through In~Sight(SM). This Internet-enabled application is designed
to run from a Web browser and perform across low-speed data lines or corporate
high-speed backbones. In~Sight(SM) also offers users a flexible toolset,
including an ad-hoc query function, a custom graphics package, a report
designer, and a scheduling capability. Data and reports offered through
In~Sight(SM) will continue to increase in direct proportion with the customer
roll out, as it is viewed as the information delivery system will grow with
State Street's customers.
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