CUSTODY, INVESTMENT ACCOUNTING AND DATA ACCESS AGREEMENT
THIS AGREEMENT is made effective the ___ day of __________, 2001, by
and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under
the laws of the Commonwealth of Massachusetts, having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("State
Street"), and each registered investment company listed on Schedule A hereto, as
it may be amended from time to time, incorporated herein by reference, each
having its principal office and place of business at 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (each a "Fund").
WHEREAS, certain Funds (as set forth more specifically on Schedule A)
desire to appoint State Street as custodian of the assets of the Fund's
investment portfolio or portfolios (each a "Portfolio", and collectively the
"Portfolios"); and
WHEREAS, certain Funds (as set forth more specifically on Schedule A)
desire to appoint State Street as agent to perform certain investment accounting
and recordkeeping functions; and
WHEREAS, State Street is willing to accept such appointment on the
terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and
appoints State Street as:
A. Custodian of the investment securities, interests in loans and
other non-cash investment property, and monies at any time
owned by each of the Portfolios and delivered to State Street
as custodian hereunder ("Assets"); and
B. Agent to perform certain accounting and recordkeeping
functions relating to portfolio transactions required of a
duly registered investment company under Rule 31a of the
Investment Company Act of 1940, as amended (the "1940 Act")
and to calculate the net asset value of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State
Street:
1. That it is a corporation or trust duly organized and
existing and in good standing under the laws of its
state of organization, and that it is registered
under the 1940 Act; and
2. That it has the requisite power and authority under
applicable law, its articles of incorporation and its
bylaws or its declaration of trust to enter into this
Agreement; it has taken all requisite action
necessary to appoint State Street as custodian and
investment accounting and recordkeeping agent; this
Agreement has been duly executed and delivered by
Fund; and this
Agreement constitutes a legal, valid and binding
obligation of Fund, enforceable in accordance with
its terms.
B. State Street hereby represents, warrants and acknowledges to
Fund:
1. That it is a trust company duly organized and
existing and in good standing under the laws of the
Commonwealth of Massachusetts; and
2. That it has the requisite power and authority under
applicable law, its charter and its bylaws to enter
into and perform this Agreement; this Agreement has
been duly executed and delivered by State Street; and
this Agreement constitutes a legal, valid and binding
obligation of State Street, enforceable in accordance
with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to State Street on the
effective date hereof, or as soon thereafter as practicable,
and from time to time thereafter, all Assets acquired by,
owned by or from time to time coming into the possession of
each of the Portfolios during the term hereof. State Street
has no responsibility or liability whatsoever for or on
account of assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause
to be turned over to State Street all accounts and records
needed by State Street to perform its duties and
responsibilities hereunder fully and properly. State Street
may rely conclusively on the completeness and correctness of
such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio
segregated in a separate account. Upon delivery of any such
Assets to a subcustodian appointed pursuant hereto
(hereinafter referred to as "Subcustodian"), State Street will
create and maintain records identifying such Assets as
belonging to the applicable Portfolio. State Street is
responsible for the safekeeping of the Assets only until they
have been transmitted to and received by other persons as
permitted under the terms hereof, except for Assets
transmitted to Subcustodians, for which State Street remains
responsible to the extent provided herein. State Street may
participate directly or indirectly through a subcustodian in
the Depository Trust Company (DTC), Treasury/Federal Reserve
Book Entry System (Fed System), Participant Trust Company
(PTC) or other depository approved by Fund (as such entities
are defined at 17 CFR Section 270.17f-4(b)) (each a
"Depository" and collectively the "Depositories"). State
Street will be responsible to Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the
actions or omissions of any Depository only to the same extent
such Depository is responsible to State Street.
D. Registration. State Street will at all times hold registered
Assets in the name of State Street as custodian, the
applicable Portfolio, or a nominee of either of them, unless
specifically directed by Instructions, as hereinafter defined,
to hold such registered
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Assets in so-called "street name," provided that, in any
event, State Street will hold all such Assets in an account of
State Street as custodian containing only Assets of the
applicable Portfolio, or only assets held by State Street as a
fiduciary or custodian for customers; and provided further,
State Street's records will at all times indicate the
Portfolio or other customer for which such Assets are held and
the respective interests therein. If, however, Fund directs
State Street to maintain Assets in "street name",
notwithstanding anything contained herein to the contrary,
State Street will be obligated only to utilize its best
efforts to timely collect income due the Portfolio on such
Assets and to notify the Portfolio of relevant information,
such as maturities and pendency of calls, and corporate
actions including, without limitation, calls for redemption,
tender or exchange offers, declaration, record and payment
dates and amounts of any dividends or income, reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, or conversion ("Corporate Actions"). All
Assets and the ownership thereof by Portfolio will at all
times be identifiable on the records of State Street. Fund
agrees to hold State Street and its nominee harmless for any
liability as a shareholder of record of securities held in
custody.
E. Exchange. Upon receipt of Instructions, State Street will
exchange, or cause to be exchanged, Assets held for the
account of a Portfolio for other Assets issued or paid in
connection with any Corporate Action or otherwise, and will
deposit any such Assets in accordance with the terms of any
such Corporate Action. Without Instructions, State Street is
authorized to exchange Assets in temporary form for Assets in
definitive form, to effect an exchange of shares when the par
value of stock is changed, and, upon receiving payment
therefor, to surrender bonds or other Assets at maturity or
when advised of earlier call for redemption, except that State
Street will receive Instruction prior to surrendering any
convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On
each business day on which a Portfolio makes a purchase of
Assets other than options and futures, Fund will deliver to
State Street Instructions specifying with respect to each such
purchase:
1. If applicable, the name of the Portfolio making such
purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount
purchased, and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage
commission, taxes and other expenses payable in
connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or
dealer through whom the purchase was made; and
9. Whether the Asset is to be received in certificated
form or via a specified Depository.
In accordance with such Instructions, State Street will pay
for out of monies held for the purchasing Portfolio, but only
insofar as such monies are available for such
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purpose, and receive the Assets so purchased by or for the
account of such Portfolio, except that State Street, or a
Subcustodian, may in its sole discretion advance funds to such
Portfolio which may result in an overdraft because the monies
held on behalf of such Portfolio are insufficient to pay the
total amount payable upon such purchase. Except as otherwise
instructed by Fund, State Street will make such payment only
upon receipt of Assets: (a) by State Street; (b) by a clearing
corporation of a national exchange of which State Street is a
member; or (c) by a Depository. Notwithstanding the foregoing,
(i) State Street may release funds to a Depository prior to
the receipt of advice from the Depository that the Assets
underlying a repurchase agreement have been transferred by
book-entry into the account maintained with such Depository by
State Street on behalf of its customers; provided that State
Street's instructions to the Depository require that the
Depository make payment of such funds only upon transfer by
book-entry of the Assets underlying the repurchase agreement
in such account; (ii) State Street may make payment for time
deposits, call account deposits, currency deposits and other
deposits, foreign exchange transactions, futures contracts or
options, before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; and
(iii) State Street may make, or cause a Subcustodian to make,
payment for the purchase of Assets the settlement of which
occurs outside of the United States of America in accordance
with generally accepted local custom and market practice.
G. Sales and Deliveries of Investments -- Other Than Options and
Futures. On each business day on which a Portfolio makes a
sale of Assets other than options and futures, Fund will
deliver to State Street Instructions specifying with respect
to each such sale:
1. If applicable, the name of the Portfolio making such
sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and
accrued interest, if any;
4. The date on which the Assets sold were purchased or
other information identifying the Assets sold and to
be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission,
taxes or other expenses payable in connection with
such sale;
8. The total amount to be received by the Portfolio upon
such sale; and
9. The name and address of the broker or dealer through
whom or person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets
thus designated as sold for the account of the selling
Portfolio as specified in the Instructions. Except as
otherwise instructed by Fund, State Street will make such
delivery upon receipt of: (a) payment therefor in such form as
is satisfactory to State Street; (b) credit to the account of
State Street with a clearing corporation of a national
securities exchange of which State Street is a member; or (c)
credit to the account maintained by State Street on behalf of
its customers with a Depository. Notwithstanding the
foregoing: (i) State Street will deliver Assets held in
physical form in accordance with "street delivery custom" to a
broker or its clearing agent; or (ii) State Street may make,
or
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cause a Subcustodian to make, delivery of Assets the
settlement of which occurs outside of the United States of
America upon payment therefor in accordance with generally
accepted local custom and market practice.
H. Purchases or Sales of Options and Futures. On each business
day on which a Portfolio makes a purchase or sale of the
options and/or futures listed below, Fund will deliver to
State Street Instructions specifying with respect to each such
purchase or sale:
1. If applicable, the name of the Portfolio making such
purchase or sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or
call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer
through whom the sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening,
exercising, expiring or closing transaction;
h. Whether the transaction involves a put or
call;
i. Whether the option is written or purchased;
and
j. The name and address of the broker or dealer
through whom the sale or purchase was made,
or other applicable settlement instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the
contract and, when available, the closing
level, thereof;
b. The index level on the date the contract is
entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in
addition to Instructions, and if not already
in the possession of State Street, Fund will
deliver
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a substantially complete and executed
custodial safekeeping account and procedural
agreement, incorporated herein by
reference); and f. The name and address of
the futures commission merchant through whom
the sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or
call;
h. Whether the option is written or purchased;
and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional
terms and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will
release or cause to be released Assets to the
designated pledgee by way of pledge or hypothecation
to secure any loan incurred by a Portfolio; provided,
however, that State Street will release Assets only
upon payment to State Street of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made, further
Assets may be released or caused to be released for
that purpose. Upon receipt of Instructions, State
Street will pay, but only from funds available for
such purpose, any such loan upon redelivery to it of
the Assets pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.
2. Upon receipt of Instructions, State Street will
release Assets to the designated borrower; provided,
however, that the Assets will be released only upon
deposit with State Street of full cash collateral as
specified in such Instructions, and that the lending
Portfolio will retain the right to any dividends,
interest or distribution on such loaned Assets. Upon
receipt of Instructions and the loaned Assets, State
Street will release the cash collateral to the
borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings
with the Assets except as may be otherwise provided herein or
upon Instruction from Fund.
K. Deposit Accounts. State Street will open and maintain one or
more special purpose deposit accounts for each Portfolio in
the name of State Street in such banks or trust companies
(including, without limitation, affiliates of State Street) as
may be
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designated by it or Fund in writing ("Accounts"), subject only
to draft or order by State Street upon receipt of
Instructions. State Street will deposit all monies received by
State Street from or for the account of a Portfolio in an
Account maintained for such Portfolio. Subject to Section 5
hereof, State Street agrees:
1. To make Fed Funds available to the applicable
Portfolio at 9:00 a.m., Kansas City time, on the
second business day after deposit of any check into
an Account, in the amount of the check;
2. To make funds available immediately upon a deposit
made by Federal Reserve wire; and
3. To make funds available on the next business day
after deposit of ACH wires.
L. Income and Other Payments. State Street will:
1. Collect, claim and receive and deposit for the
account of the applicable Portfolio all income
(including income from the Accounts) and other
payments which become due and payable on or after the
effective date hereof with respect to the Assets, and
credit the account of such Portfolio in accordance
with the schedule attached hereto as Exhibit A. If,
for any reason, a Portfolio is credited with income
that is not subsequently collected, State Street may
reverse that credited amount. If monies are collected
after such reversal, State Street will credit the
Portfolio in that amount;
2. Execute ownership and other certificates and
affidavits for all federal, state and local tax
purposes in connection with the collection of bond
and note coupons; and
3. Take such other action as may be necessary or proper
in connection with (a) the collection, receipt and
deposit of such income and other payments, including
but not limited to the presentation for payment of
all coupons and other income items requiring
presentation; and all other Assets which may mature
or be called, redeemed, retired or otherwise become
payable and regarding which State Street has actual
knowledge, or should reasonably be expected to have
knowledge; and (b) the endorsement for collection, in
the name of Fund or a Portfolio, of all checks,
drafts or other negotiable instruments.
State Street, however, will not be required to institute suit
or take other extraordinary action to enforce collection
except upon receipt of Instructions and upon being indemnified
to its satisfaction against the costs and expenses of such
suit or other actions. State Street will receive, claim and
collect all stock dividends, rights and other similar items
and will deal with the same pursuant to Instructions.
M. Proxies and Notices. State Street will promptly deliver or
mail or have delivered or mailed to Fund all proxies properly
signed, all notices of meetings, all proxy statements and
other notices, requests or announcements affecting or relating
to
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Assets and will, upon receipt of Instructions, execute and
deliver or mail (or cause its nominee to execute and deliver
or mail) such proxies or other authorizations as may be
required. Except as provided herein or pursuant to
Instructions hereafter received by State Street, neither it
nor its nominee will exercise any power inherent in any such
Assets, including any power to vote the same, or execute any
proxy, power of attorney, or other similar instrument voting
any of such Assets, or give any consent, approval or waiver
with respect thereto, or take any other similar action.
N. Disbursements. State Street will pay or cause to be paid,
insofar as funds are available for the purpose, bills,
statements and other obligations of each Portfolio (including
but not limited to obligations in connection with the
conversion, exchange or surrender of Assets, interest charges,
dividend disbursements, taxes, management fees, custodian
fees, legal fees, auditors' fees, transfer agents' fees,
brokerage commissions, compensation to personnel, and other
operating expenses of such Portfolio) pursuant to Instructions
setting forth the name of the person to whom payment is to be
made, and the amount and purpose of the payment.
O. Daily Statement of Accounts. State Street will, within a
reasonable time, render to Fund a detailed statement of the
amounts received or paid and of Assets received or delivered
for the account of each Portfolio during each business day.
State Street will maintain such books and records as are
necessary to enable it to render, from time to time upon
request by Fund, a detailed statement of the Assets. State
Street will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are authorized by
Fund, including Fund's independent public accountants,
reasonable access to such records or will provide reasonable
confirmation of the contents of such records, and if demanded,
State Street will permit, and will cause any Subcustodian to
permit, federal and state regulatory agencies to examine the
Assets, books and records of the Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other
provisions hereof:
1. All or any of the Assets may be held in State
Street's own custody or in the custody of one or more
other banks or trust companies (including, without
limitation, affiliates of State Street) acting as
Subcustodians as may be selected by State Street. Any
such Subcustodian selected by State Street must have
the qualifications required for a custodian under the
0000 Xxx. Xxxxx Xxxxxx will be responsible to the
applicable Portfolio for any loss, damage or expense
suffered or incurred by such Portfolio resulting from
the actions or omissions of any Subcustodians
selected and appointed by State Street (except
Subcustodians appointed at the request of Fund and as
provided in Subsection 2 below) to the same extent
State Street would be responsible to Fund hereunder
if it committed the act or omission itself.
2. Upon request of Fund, State Street will contract with
other Subcustodians reasonably acceptable to State
Street for purposes of (a) effecting third-party
repurchase transactions with banks, brokers, dealers,
or other entities through the use of a common
custodian or subcustodian, or (b) providing
depository and clearing agency services with respect
to certain variable rate demand note
8
securities, or (c) for other reasonable purposes
specified by Fund; provided, however, that State
Street will be responsible to Fund for any loss,
damage or expense suffered or incurred by Fund
resulting from the actions or omissions of any such
Subcustodian only to the same extent such
Subcustodian is responsible to State Street. Fund may
review State Street's contracts with such
Subcustodians.
Q. Provisions Relating to Rule 17f-5.
1. Definitions. Capitalized terms in this Section Q. shall
have the following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular
country including, but not limited to, such country's
political environment, economic and financial infrastructure
(including 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 U.S. Securities and Exchange
Commission (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.
2. Delegation to State Street as Foreign Custody Manager. The
Fund, by resolution adopted by its Board of Trustees (the
"Board"), hereby delegates to State Street, subject to Section
(b) of Rule 17f-5, the responsibilities set forth in this
Section 3.Q. with respect to Foreign Assets of the Portfolios
held outside the United States, and State Street hereby
accepts such delegation as Foreign Custody Manager with
respect to the Portfolios.
3. Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities
defined below only with respect to the countries and custody
arrangements for each such country listed on Schedule A to
9
this Contract, which list of countries may be amended from
time to time by the Fund with the agreement of the Foreign
Custody Manager. The Foreign Custody Manager shall list on
Exhibit B 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 Exhibit B in accordance with
Section 3.Q.6 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 Exhibit B, and the
fulfillment by the Fund, on behalf of the Portfolios, of the
applicable account opening requirements for such country, the
Foreign Custody Manager shall be deemed to have been delegated
by the Board on behalf of the Portfolios responsibility as
Foreign Custody Manager with respect to that country and to
have accepted such delegation. Execution of this Amendment by
the 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 Exhibit B in which State Street has
previously placed or currently maintains Foreign Assets
pursuant to the terms of the Contract. 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
the Portfolios to State Street as Foreign Custody Manager for
that country shall be deemed to have been withdrawn and State
Street shall immediately cease to be the Foreign Custody
Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of
delegated responsibilities with respect to a designated
country upon written notice to the Fund. Thirty days (or such
longer period to which the parties agree in writing) after
receipt of any such notice by the Fund, State Street shall
have no further responsibility in its capacity as Foreign
Custody Manager to the Fund with respect to the country as to
which State Street's acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the
provisions of Section 3.Q., 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 Exhibit B, 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
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each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign
Custodian selected by the Foreign Custody Manager, the Foreign
Custody Manager shall establish a system to monitor (i) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the
custody arrangements established by the Foreign Custody
Manager with the Eligible Foreign Custodian. In the event the
Foreign Custody Manager determines that the custody
arrangements with an Eligible Foreign Custodian it has
selected are no longer appropriate, the Foreign Custody
Manager shall notify the Board in accordance with Section
3.Q.6 hereunder.
5. Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.Q, 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 State Street is serving as Foreign
Custody Manager of the Portfolios.
6. 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 Exhibit B 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.Q
after the occurrence of the material change.
7. 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.
8. Representations with Respect to Rule 17f-5. The Foreign
Custody Manager represents to the Fund that it is a U.S. Bank
as defined in section (a)(7) of Rule 17f-5. The Fund
represents to State Street that the Board has determined that
it is reasonable for the Board to rely on State Street to
perform the responsibilities delegated pursuant to this
Contract to State Street as the Foreign Custody Manager of the
Portfolios.
9. Effective Date and Termination of State Street as Foreign
Custody Manager. The Board's delegation to State Street 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.Q.3 hereof shall govern the delegation
to and termination of State Street as Foreign Custody Manager
of the Portfolios with respect to designated countries.
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10. Analysis and Monitoring. State Street shall (a) provide
the Fund (or its duly-authorized investment manager or
investment adviser) with an analysis of the custody risks
associated with maintaining assets with the Eligible
Securities Depositories set forth on Exhibit C hereto in
accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b)
monitor such risks on a continuing basis, and promptly notify
the Fund (or its duly-authorized investment manager or
investment adviser) of any material change in such risks, in
accordance with section (a)(1)(i)(B) of Rule 17f-7.
11. Standard of Care. State Street agrees to exercise
reasonable care, prudence and diligence in performing the
duties set forth in Section 3.Q.10.
R. Provisions Relating to Custody of Assets Held Outside the
United States.
1. Definitions. Capitalized terms in this Section 3.R
shall have the following meanings:
"Foreign Securities System" means an Eligible Securities
Depository listed on Exhibit C hereto.
"Foreign Sub-Custodian" means a foreign banking institution
serving as an Eligible Foreign Custodian.
2. Holding Securities. State Street shall identify on its
books as belonging to the Portfolios the foreign securities
held by each Foreign Sub-Custodian or Foreign Securities
System. State Street 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
State Street for the benefit of its customers, provided
however, that (i) the records of State Street 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, State Street
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.
3. Foreign Securities Systems. Foreign securities shall be
maintained in a Foreign Securities System in a designated
country through arrangements implemented by State Street or a
Foreign Sub-Custodian, as applicable, in such country.
4. Delivery of Foreign Assets. State Street or a Foreign
Sub-Custodian shall release and deliver foreign securities of
the Portfolios held by State Street 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
12
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 State Street (or the name of the respective
Foreign Sub-Custodian or of any nominee of State Street 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 securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar
foreign securities, the surrender thereof in the exercise of
such warrants, rights or similar securities or the surrender
of interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any
borrowing by the Portfolios requiring a pledge of assets by
the Portfolios;
(x) in connection with trading in options and futures
contracts, including delivery as original margin and variation
margin;
(xi) in connection with the lending of foreign
securities; and
(xii) for any other purpose, but only upon receipt of
Proper Instructions specifying the foreign securities to be
delivered and naming the person or persons to whom delivery of
such securities shall be made.
13
5. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, State Street 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 Contract, 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 State Street or its
Foreign Sub-Custodians;
(v) in connection with trading in options and futures
contracts, including delivery as original margin and variation
margin;
(vi) for payment of part or all of the dividends
received in respect of securities sold short;
(vii) in connection with the borrowing or lending of
foreign securities; and
(viii) for any other purpose, but only upon receipt
of Proper Instructions specifying the amount of such payment
and naming the person or persons to whom such payment is to be
made.
6. Market Conditions. Notwithstanding any provision of this
Contract 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.
00
Xxxxx Xxxxxx shall provide to the Board the information with
respect to custody and settlement practices in countries in
which State Street employs a Foreign Sub-Custodian described
on Exhibit D hereto at the time or times set forth on such
Schedule. State Street may revise Exhibit D from time to time,
provided that no such revision shall result in the Board being
provided with substantively less information than had been
previously provided hereunder.
7. 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 State Street or in the
name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the 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.
State Street or a Foreign Sub-Custodian shall not be obligated
to accept securities on behalf of a Portfolio under the terms
of this Contract unless the form of such securities and the
manner in which they are delivered are in accordance with
reasonable market practice.
8. Bank Accounts. State Street shall identify on its books as
belonging to the Fund cash (including cash denominated in
foreign currencies) deposited with State Street. Where State
Street is unable to maintain, or market practice does not
facilitate the maintenance of, cash on the books of State
Street, 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 State
Street (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 State Street (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.
9. Collection of Income. State Street 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 State Street shall consult as to such measures
and as to the compensation and expenses of State Street
relating to such measures.
10. Shareholder Rights. With respect to the foreign securities
held pursuant to this Article 0, Xxxxx Xxxxxx will 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. The 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 the Fund to exercise shareholder rights.
11. Communications Relating to Foreign Securities. State
Street shall transmit promptly to the Fund written information
with respect to materials received by State
15
Street 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, State Street shall transmit promptly to the Fund
written information with respect to materials so received by
State Street 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. State Street 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) State Street or the respective Foreign Sub-Custodian is in
actual possession of such foreign securities or property and
(ii) State Street 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
State Street is to take action to exercise such right or
power.
12. Liability of Foreign Sub-Custodians. Each agreement
pursuant to which State Street employs a Foreign Sub-Custodian
shall, to the extent possible, require the Foreign
Sub-Custodian to exercise reasonable care in the performance
of its duties, and to indemnify, and hold harmless, State
Street 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
the Fund's election, the Portfolios shall be entitled to be
subrogated to the rights of State Street 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.
13. Tax Law. State Street shall have no responsibility or
liability for any obligations now or hereafter imposed on the
Fund, the Portfolios or State Street 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 the Fund to notify State Street of the
obligations imposed on the Fund with respect to the Portfolios
or State Street 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 State
Street 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
the Fund has provided such information.
14. Liability of Custodian. Except as may arise from State
Street's own negligence or willful misconduct or the
negligence or willful misconduct of a Sub-Custodian, State
Street shall be without liability to the Fund for any loss,
liability, claim or expense resulting from or caused by
anything which is part of Country Risk. State Street 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 the Contract and, regardless of whether assets
are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, State Street shall not be liable
for any loss,
16
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.
S. Accounts and Records. State Street will prepare and maintain,
under the direction of and as interpreted by Fund, Fund's or
Portfolio's accountants and/or other advisors, in complete,
accurate and current form such accounts and records: (1)
required to be maintained by Fund with respect to portfolio
transactions under Section 31(a) of the 1940 Act and the rules
and regulations from time to time adopted thereunder; (2)
required as a basis for calculation of each Portfolio's net
asset value; and (3) as otherwise agreed upon by the parties.
Fund will advise State Street in writing of all applicable
record retention requirements, other than those set forth in
the 1940 Act. State Street will preserve such accounts and
records in the manner and for the periods prescribed in the
1940 Act or for such longer period as is agreed upon by the
parties. Fund will furnish, in writing or its electronic or
digital equivalent, accurate and timely information needed by
State Street to complete such accounts and records, including
Corporate Actions, when such information is not readily
available from generally accepted securities industry services
or publications.
T. Accounts and Records Property of Fund. State Street
acknowledges that all of the accounts and records maintained
by State Street pursuant hereto are the property of Fund, and
will be made available to Fund for inspection or reproduction
within a reasonable period of time, upon demand. State Street
will assist Fund's independent auditors, or upon the prior
written approval of Fund, or upon demand, any regulatory body,
in any requested review of Fund's accounts and records,
provided that Fund will reimburse State Street for all
expenses and employee time invested in any such review outside
of routine and normal periodic reviews. Upon receipt from Fund
of the necessary information or instructions, State Street
will supply information from the books and records it
maintains for Fund that Fund may reasonably request for tax
returns, questionnaires, periodic reports to shareholders and
such other reports and information requests as Fund and State
Street may agree upon from time to time.
U. Adoption of Procedures. State Street and Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto as Exhibit
E. State Street and Fund may from time to time adopt such
additional procedures as they agree upon, and State Street may
conclusively assume that no procedure approved or directed by
Fund, Fund's or Portfolio's accountants or other advisors
conflicts with or violates any requirements of the prospectus,
articles of incorporation, bylaws, or declaration of trust,
any applicable law, rule or regulation, or any order, decree
or agreement by which Fund may be bound. Fund will be
responsible for notifying State Street of any changes in
statutes, regulations, rules, requirements or policies which
may impact State Street's responsibilities or procedures under
this Agreement.
V. Valuation of Assets. State Street will value the Assets in
accordance with Fund's Instructions utilizing the pricing
sources designated by Fund ("Pricing Sources") on Exhibit F
hereto. State Street will calculate each Portfolio's net asset
value in accordance with the Portfolio's prospectus.
17
W. Advances. Fund will pay on demand any advance of cash or
securities made by State Street or any Subcustodian, in its
sole discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange
or foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be
subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the
date repaid. As security for each such advance, Fund hereby
grants State Street and such Subcustodian a lien on and
security interest in all Assets at any time held for the
account of the applicable Portfolio, including without
limitation all Assets acquired with the amount advanced.
Should Fund fail to promptly repay the advance, State Street
and such Subcustodian may utilize available cash and dispose
of such Portfolio's Assets pursuant to applicable law to the
extent necessary to obtain reimbursement of the amount
advanced and any related overdraft charges.
X. Exercise of Rights; Tender Offers. Upon receipt of
Instructions, State Street will: (1) deliver warrants, puts,
calls, rights or similar securities to the issuer or trustee
thereof, or to the agent of such issuer or trustee, for the
purpose of exercise or sale, provided that the new Assets, if
any, are to be delivered to State Street; and (2) deposit
securities upon invitations for tenders thereof, provided that
the consideration for such securities is to be paid or
delivered to State Street or the tendered securities are to be
returned to State Street.
Y. Fund Shares.
1. Fund will deliver to State Street Instructions with
respect to the declaration and payment of any
dividend or other distribution on the shares of
capital stock of a Portfolio ("Fund Shares") by a
Portfolio. On the date specified in such Instruction,
State Street will pay out of the monies held for the
account of the Portfolio, insofar as it is available
for such purposes, and credit to the account of the
Dividend Disbursing Agent for the Portfolio, the
amount specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give State
Street Instructions regarding the aggregate dollar
amount to be paid for such shares. Upon receipt of
such Instruction, State Street will charge such
aggregate dollar amount to the account of the
Portfolio and either deposit the same in the account
maintained for the purpose of paying for the
repurchase or redemption of Fund Shares or deliver
the same in accordance with such Instruction. State
Street has no duty or responsibility to determine
that Fund Shares have been removed from the proper
shareholder accounts or that the proper number of
Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from Fund, Fund
will deposit or cause to be deposited with State
Street the amount received for such shares. State
Street has no duty or responsibility to determine
that Fund Shares purchased
18
from Fund have been added to the proper shareholder
account or that the proper number of such shares have
been added to the shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written
(including telecopied, telexed, or electronically transmitted)
or oral instructions which State Street reasonably believes
were given by a designated representative of Fund. Fund will
deliver to State Street, prior to delivery of any Assets to
State Street and thereafter from time to time as changes
therein are necessary, written Instructions naming one or more
designated representatives to give Instructions in the name
and on behalf of Fund, which Instructions may be received and
accepted by State Street as conclusive evidence of the
authority of any designated representative to act for Fund and
may be considered to be in full force and effect until receipt
by State Street of notice to the contrary. Unless such written
Instructions delegating authority to any person to give
Instructions specifically limit such authority to specific
matters or require that the approval of anyone else will first
have been obtained, State Street will be under no obligation
to inquire into the right of such person, acting alone, to
give any Instructions whatsoever. If Fund fails to provide
State Street any such Instructions naming designated
representatives, any Instructions received by State Street
from a person reasonably believed to be an appropriate
representative of Fund will constitute valid and proper
Instructions hereunder. The term "designated representative"
may include Fund's or a Portfolio's employees and agents,
including investment managers and their employees.
B. No later than the next business day immediately following each
oral Instruction, Fund will send State Street written
confirmation of such oral Instruction. At State Street's sole
discretion, State Street may record on tape, or otherwise, any
oral Instruction whether given in person or via telephone,
each such recording identifying the date and the time of the
beginning and ending of such oral Instruction.
C. Fund will provide, upon State Street's request, a certificate
signed by an officer or designated representative of Fund, as
conclusive proof of any fact or matter required to be
ascertained from Fund hereunder. Fund will also provide State
Street Instructions with respect to any matter concerning this
Agreement requested by State Street. If State Street
reasonably believes that it could not prudently act according
to the Instructions, or the instruction or advice of Fund's or
a Portfolio's accountants or counsel, it may in its
discretion, with notice to Fund, not act according to such
Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not
responsible or liable for, and Fund will indemnify and hold State
Street harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees (including without limitation,
disbursements and the allocable cost of in-house counsel), payments and
liabilities which may be asserted against or incurred by State Street
or for which State Street may be held to be liable, arising out of or
attributable to:
19
A. State Street's action or failure to act pursuant hereto;
provided that State Street has acted in good faith and with
reasonable care; and provided further, that in no event is
State Street liable for consequential, special, or punitive
damages;
B. State Street's payment of money as requested by Fund, or the
taking of any action which might make it or its nominee liable
for payment of monies or in any other way; provided, however,
that nothing herein obligates State Street to take any such
action or expend its own monies in its sole discretion;
C. State Street's action or failure to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to
have been properly executed, including any Instruction,
communications, data or other information received by State
Street by means of the Systems, as hereinafter defined, or any
electronic system of communication;
D. State Street's action or failure to act in good faith reliance
on the advice or opinion of counsel for Fund or of its own
counsel with respect to questions or matters of law, which
advice or opinion may be obtained by State Street at the
expense of Fund, or on the Instruction, advice or statements
of any officer or employee of Fund, or Fund's accountants or
other authorized individuals, and other persons believed by it
in good faith to be expert in matters upon which they are
consulted;
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
State Street is under no duty or obligation to inquire into:
1. The validity of the issue of any securities purchased
by or for any Portfolio, or the legality of the
purchase thereof or of foreign currency positions, or
evidence of ownership required by Fund to be received
by State Street, or the propriety of the decision to
purchase or the amount paid therefor;
2. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the
propriety of the amount for which the same are sold;
or
3. The legality of the issue or sale of any Fund Shares,
or the sufficiency of the amount to be received
therefor, the legality of the repurchase or
redemption of any Fund Shares, or the propriety of
the amount to be paid therefor, or the legality of
the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment
of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided
to State Street by or on behalf of a Portfolio, including the
accuracy of the prices quoted by the Pricing Sources or for
the information supplied by Fund to value the Assets, or the
failure of Fund to provide, or provide in a timely manner, any
accounts, records, or information needed by State Street to
perform its duties hereunder;
20
G. Fund's refusal or failure to comply with the terms hereof
(including without limitation Fund's failure to pay or
reimburse State Street under Section 5 hereof), Fund's
negligence or willful misconduct, or the failure of any
representation or warranty of Fund hereunder to be and remain
true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used
hereunder, by Fund or by any person who acquires access to the
Systems or such other systems through the terminal device,
passwords, access instructions or other means of access to
such Systems or such other system which are utilized by,
assigned to or otherwise made available to Fund, except to the
extent attributable to any negligence or willful misconduct by
State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that
State Street will advise Fund promptly if it fails to receive
any such money in the ordinary course of business and will
cooperate with Fund toward the end that such money is
received;
J. Except as provided in Section 3.P hereof, loss occasioned by
the acts, omissions, defaults or insolvency of any broker,
bank, trust company, securities system or any other person
with whom State Street may deal; and
K. The failure or delay in performance of its obligations
hereunder, or those of any entity for which it is responsible
hereunder, arising out of or caused, directly or indirectly,
by circumstances beyond the affected entity's reasonable
control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer
(hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a
delay in mails; governmental or exchange action, statute,
ordinance, rulings, regulations or direction, war, strike,
riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornadoes,
acts of God or public enemy, revolutions, or insurrection.
6. COMPENSATION. In consideration for its services hereunder, Fund will
pay to State Street the compensation set forth in a separate fee
schedule, incorporated herein by reference, to be agreed to by Fund and
State Street from time to time, and upon demand, reimbursement for
State Street's cash disbursements and reasonable out-of-pocket costs
and expenses, including attorney's fees and disbursements, incurred by
State Street in connection with the performance of services hereunder.
State Street may charge such compensation against monies held by it for
the account of the Portfolios. State Street will also be entitled to
charge against any monies held by it for the account of the Portfolios
the amount of any loss, damage, liability, advance, overdraft or
expense for which it is entitled to reimbursement from Fund, including
but not limited to fees and expenses due to State Street for other
21
services provided to Fund by State Street. State Street will be
entitled to reimbursement by Fund for the losses, damages, liabilities,
advances, overdrafts and expenses of Subcustodians only to the extent
that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State
Street is obligated to reimburse the Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a
period of one (1) year. Thereafter, either Fund or State Street may
terminate this Agreement by notice in writing, delivered or mailed,
postage prepaid, to the other party and received not less than ninety
(90) days prior to the date upon which such termination will take
effect. Upon termination hereof:
A. Fund will pay State Street its fees and compensation due
hereunder and its reimbursable disbursements, costs and
expenses paid or incurred to such date;
B. Fund will designate a successor investment accounting and
recordkeeping agent (which may be Fund) by Instruction to
State Street;
C. Fund will designate a successor custodian by Instruction to
State Street. In the event no such Instruction has been
delivered to State Street on or before the date when such
termination becomes effective, then State Street may, at its
option, (i) choose as successor custodian a bank or trust
company meeting the qualifications for custodian set forth in
the 1940 Act and having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits,
as shown by its last published report, or (ii) apply to a
court of competent jurisdiction for the appointment of a
successor or other proper relief, or take any other lawful
action under the circumstances; provided, however, that Fund
will reimburse State Street for its costs and expenses,
including reasonable attorney's fees, incurred in connection
therewith; and
D. State Street will, upon payment of all sums due to State
Street from Fund hereunder or otherwise, deliver at State
Street's office (i) all accounts and records to the successor
investment accounting and recordkeeping agent or, if none, to
Fund; and (ii) all Assets, duly endorsed and in form for
transfer, to the successor custodian, or as specified by the
court. State Street will cooperate in effecting changes in
book-entries at all Depositories. Upon delivery to a successor
or as specified by the court, State Street will have no
further obligations or liabilities hereunder. Thereafter such
successor will be the successor hereunder and will be entitled
to reasonable compensation for its services.
In the event that accounts, records or Assets remain in the possession
of State Street after the date of termination hereof for any reason
other than State Street's failure to deliver the same, State Street is
entitled to compensation as provided in the then-current fee schedule
for its services during such period, and the provisions hereof relating
to the duties and obligations of State Street will remain in full force
and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed
to Fund at the address set forth above, or at such other address as
Fund may have designated to State Street in writing, will be deemed to
have been properly given to Fund hereunder. Notices, requests,
22
Instructions and other writings addressed to State Street at 000
Xxxxxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, Attention: Custody
Department, or to such other address as it may have designated to Fund
in writing, will be deemed to have been properly given to State Street
hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. The Services. State Street has developed proprietary
accounting and other systems, and has acquired licenses for
other such systems, which it utilizes in conjunction with the
services it provides to Fund (the "Systems"). In this regard,
State Street maintains certain information in databases under
its control and ownership that it makes available on a remote
basis to its customers (the "Remote Access Services"). This
Agreement shall govern use of all Systems that State Street
may from time to time agree to provide to Fund and its
designated investment advisors, consultants or other third
parties authorized by State Street who agree to abide by the
terms of this Agreement ("Authorized Designees") in order to
provide Remote Access Services for the purpose of obtaining
and analyzing reports and information.
B. Security Procedures. Fund 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
Systems and access to the Remote Access Services. Fund 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 Systems or the Remote Access Services has
violated or intends to violate the terms of this Agreement and
Fund will cooperate with State Street in seeking injunctive or
other equitable relief. Fund agrees to discontinue use of the
Systems and Remote Access Services, if requested, for any
security reasons cited by State Street.
C. Fees. Fees and charges (if any) for the use of the Systems and
the Remote Access Services and related payment terms shall be
as set forth in the fee schedule in effect from time to time
between the parties (the "Fee Schedule"). Fund 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 Agreement, 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.
D. Proprietary Information/Injunctive Relief. The Systems and
Remote Access Services 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 Fund by State Street as part of the Remote Access
Services and through the use of the Systems and all
copyrights,
23
patents, trade secrets and other proprietary rights of State
Street and its relevant licensors related thereto are the
exclusive, valuable and confidential property of State Street
and its relevant licensors, as applicable (the "Proprietary
Information"). Fund agrees on behalf of itself and its
Authorized Designees to keep the Proprietary Information
confidential and to limit access to Funds employees and
Authorized Designees (under a similar duty of confidentiality)
who require access to the Systems for the purposes intended.
The foregoing shall not apply to Proprietary Information in
the public domain or required by law to be made public.
Fund agrees to use the Remote Access Services only in
connection with the proper purposes of this Agreement. Fund
will not, and will cause its employees and Authorized
Designees not to, (i) permit any third party to use the
Systems or the Remote Access Services, (ii) sell, rent,
license or otherwise use the Systems or the Remote Access
Services in the operation of a service bureau or for any
purpose other than as expressly authorized under this
Agreement, (iii) use the Systems 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 Systems or the Remote Access Services, to be
redistributed or retransmitted for other than use for or on
behalf of Fund, as State Street's Customer.
Fund agrees that neither Fund nor its Authorized Designees
will modify the Systems in any way, enhance or otherwise
create derivative works based upon the Systems, nor will Fund
or its Authorized Designees reverse engineer, decompile or
otherwise attempt to secure the source code for all or any
part of the Systems.
Fund 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 inadequately compensable in
damages at law, and that State Street and its licensor, if
applicable, 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.
E. Limited Warranties. State Street represents and warrants that
it has the right to grant access to the Systems and to provide
the Remote Access Services contemplated herein. Because of the
nature of computer information technology and the necessity of
relying upon third-party sources, and data and pricing
information obtained from third parties, the Systems and
Remote Access Services are provided "AS IS", and Fund and its
Authorized Designees shall be solely responsible for the
investment decisions, regulatory reports and statements
produced using the Remote Access Services. State Street and
its relevant licensors will not be liable to Fund 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 Systems or the Remote Access
Services, nor shall either party be responsible for delays or
nonperformance under this Agreement arising out of any cause
or event beyond such
24
party's control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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.
F. Infringement. State Street will defend or, at its option,
settle any claim or action brought against Fund to the extent
that it is based upon an assertion that access to any
proprietary System developed and owned by State Street or use
of the Remote Access Services through any such proprietary
System by Fund under this Agreement constitutes direct
infringement of any United States patent or copyright or
misappropriation of a trade secret, provided that Fund
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 any such proprietary System
or the Remote Access Services accessed thereby 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 the patent or copyright or trade secret laws of the
United States, State Street shall have the right, at State
Street's sole option, to (i) procure for Fund the right to
continue using such System or Remote Access Services, (ii)
replace or modify such System or Remote Access Services so
that the System or the Remote Access Services becomes
noninfringing, or (iii) terminate the Remote Access Services
without further obligation.
G. Termination. Either party may terminate the Remote Access
Services (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 Fund or
thirty (30) days' notice in the case of notice from Fund to
State Street of termination, or (ii) immediately for failure
of the other party to comply with any material term and
condition of this section of this Agreement by giving the
other party written notice of termination. In the event of
termination, Fund will return to State Street all copies of
documentation and other confidential information in Funds
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.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio,
the following provisions apply:
A. Each Portfolio will be regarded for all purposes hereunder as
a separate party apart from each other Portfolio. Unless the
context otherwise requires, with respect to every transaction
covered hereby, every reference herein to Fund is deemed to
relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any
other Portfolio.
25
The use of this single document to memorialize the separate
agreement as to each Portfolio is understood to be for
clerical convenience only and will not constitute any basis
for joining the Portfolios for any reason.
B. Fund may appoint State Street as its custodian and investment
accounting and recordkeeping agent for additional Portfolios
from time to time by written notice, provided that State
Street consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by State Street
and Fund in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the rights
and liabilities of the parties hereto will be governed by, the
laws of the Commonwealth of Massachusetts without reference to
the choice of laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to
the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnifications
extended hereunder, and the provisions of Section 9 hereof are
intended to and will continue after and survive the
expiration, termination or cancellation hereof.
D. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed
by each party hereto.
E. The failure of either party to insist upon the performance of
any terms or conditions hereof or to enforce any rights
resulting from any breach of any of the terms or conditions
hereof, including the payment of damages, will not be
construed as a continuing or permanent waiver of any such
terms, conditions, rights or privileges, but the same will
continue and remain in full force and effect as if no such
forbearance or waiver had occurred. No waiver, release or
discharge of any party's rights hereunder will be effective
unless contained in a written instrument signed by the party
sought to be charged.
F. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts,
each of which is deemed an original but all of which together
constitute one and the same instrument.
H. If any provision hereof is determined to be invalid, illegal,
in conflict with any law or otherwise unenforceable, the
remaining provisions hereof will be considered severable and
will not be affected thereby, and every remaining provision
hereof will remain in full force and effect and will remain
enforceable to the fullest extent permitted by applicable law.
26
I. The benefits of this Agreement may not be assigned by either
party nor may either party delegate all or a portion of its
duties hereunder without the prior written consent of the
other party. Notwithstanding the foregoing, Fund agrees that
State Street may delegate all or a portion of its duties to an
affiliate of State Street, provided that such delegation will
not reduce the obligations of State Street under this
Agreement.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State
Street and Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by either
party hereunder will not affect any rights or obligations of
the other party hereunder.
L. Notice is hereby given that a copy of Fund's Trust Agreement
and all amendments thereto is on file with the Secretary of
State of the state of its organization; that this Agreement
has been executed on behalf of Fund by the undersigned duly
authorized representative of Fund in his/her capacity as such
and not individually; and that the obligations of this
Agreement are binding only upon the assets and property of
Fund and not upon any trustee, officer of shareholder of Fund
individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
STATE STREET BANK AND TRUST On behalf of each of the Funds set forth on
COMPANY Schedule A hereto
By: _________________________ By: ___________________________
Title: ______________________ Title: ________________________
27
SCHEDULE A
Dated: February 13, 2001
------------------------------------------ ---------------------------------
Registered Investment Company Services Provided
------------------------------------------ ---------------------------------
------------------------------------------ ---------------------------------
Xxxxxxxx Tax-Aware Fund, Inc. Custody
------------------------------------------ ---------------------------------
28
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
Foreign--Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.
======================= ===================== ===================== ===================== ===================== ====================
Market Income Policy Market Income Policy Market Income Policy
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Argentina Actual Hong Kong Contractual Poland Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Australia Contractual Hungary Actual Portugal Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Austria Contractual India Actual Russia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bahrain Actual Indonesia Actual Singapore Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bangladesh Actual Ireland Actual Slovak Republic Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Belgium Contractual Israel Actual South Africa Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bermuda Actual Italy Contractual South Korea Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
* Bolivia Actual Ivory Coast Actual Spain Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Botswana Actual * Jamaica Actual Sri Lanka Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Brazil Actual Japan Contractual Swaziland Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Canada Contractual Jordan Actual Sweden Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Chile Actual Kenya Actual Switzerland Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
China Actual Lebanon Actual Taiwan Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Colombia Actual Luxembourg Actual Thailand Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Cyprus Actual Malaysia Actual * Trinidad & Actual
Tobago
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Czech Republic Actual Mauritius Actual * Tunisia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Denmark Contractual Mexico Actual Turkey Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Ecuador Actual Morocco Actual UnitedKingdom Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Egypt Actual Namibia Actual United States See Attached
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
**Euroclear Contractual/ Netherlands Contractual Uruguay Actual
Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Euro CDs Actual New Zealand Contractual Venezuela Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Finland Contractual Norway Contractual Zambia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
France Contractual Oman Actual Zimbabwe Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Germany Contractual Pakistan Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Ghana Actual Peru Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Greece Actual Philippines Actual
======================= ===================== ===================== ===================== ===================== ====================
* Market is not 17F-5 eligible
** For Euroclear, contractual income paid only in markets listed with Income
Policy of Contractual.
29
============================ ========================= ========================== ========================= ========================
Income Type DTC FED PTC Physical
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Dividends Contractual N/A N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Fixed Rate Interest Contractual Contractual N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Variable Rate Interest Contractual Contractual N/A Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
GNMA I N/A N/A Contractual PD +1 N/A
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
GNMA II N/A N/A Contractual PD *** N/A
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Mortgages Actual Contractual Contractual Actual
---------------------------- ------------------------- -------------------------- ------------------------- ------------------------
Maturities Actual Contractual N/A Actual
============================ ========================= ========================== ========================= ========================
Exceptions to the above Contractual Income Policy include securities that are:
< Involved in a trade whose settlement either failed, or is pending over the
record date, (excluding the United States); < On loan under a self directed
securities lending program other than State Street's own vendor lending program;
< Known to be in a condition of default, or suspected to present a risk of
default or payment delay; < In the asset categories, without limitation, of
Private Placements, Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
< Securities whose amount of income and redemption cannot be calculated in
advance of payable date, or determined in advance of actual collection, examples
include ADRs; < Payments received as the result of a corporate action, not
limited to, bond calls, mandatory or optional puts, and tender offers.
*** For GNMA II securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.
30
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
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 Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A.
31
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni
Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
32
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited
33
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Republic of Korea 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
Mauritius The Hongkong and Shanghai
Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group
(New Zealand) Limited
Norway Christiania Bank og
Kreditkasse ASA
34
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse
First Boston - Zurich)
Singapore The Development Bank
of Singapore Limited
Slovak Republic Ceskoslovenska Obchodni Banka,
A.S.
35
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Slovenia Bank Austria Creditanstalt d.d. -
Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
36
EXHIBIT B
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE FOREIGN SUBCUSTODIANS
Country Eligible Foreign Subcustodian
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e
Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing Co.,
Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
38
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish
Securities Center)
Egypt Misr for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities
Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Central Securities Depository
(Apothetirion Titlon AE)
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Xxxx
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center
(JASDEC)
Bank of Japan Net System
Kenya Central Bank of Kenya
40
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Norway Verdipapirsentralen (Norwegian Central
Securities Depository)
41
EXHIBIT C
STATE STREET
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
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
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
Poland National Depository of Securities
(Krajowy Depozyt Papierow
Wartos<180>ciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement
and Depository Company
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Bucharest Stock Exchange Registry
Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana,
Central de Anotaciones en Cuenta
Sri Lanka Central Depository System
(Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
00
XXXXXXX X
XXXXX XXXXXX
GLOBAL CUSTODY NETWORK
ELIGIBLE SECURITIES DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Eligible Securities Depositories
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
Thailand Thailand Securities Depository
Company Limited
Tunisia Societe Tunisienne Interprofessionelle
pour la Compensation et de Depots des
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.(a).
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
44
EXHIBIT D
MARKET INFORMATION
Publication/Type of Information Brief Description
(Frequency)
The Guide to Custody in World Markets An overview of safekeeping and
(annually) settlement practices and procedures in
each market in which State Street Bank
and Trust Company offers custodial
services.
Global Custody Network Review Information relating to the operating
(annually) history and structure of depositories
and subcustodians located in the markets
in which State Street Bank and Trust
Company offers custodial services,
including transnational depositories.
Global Legal Survey With respect to each market in which
(annually) State Street Bank and Trust Company
offers custodial services, opinions
relating to whether local law restricts
(i) access of a fund's independent
public accountants to books and records
of a Foreign Sub-Custodian or Foreign
Securities System, (ii) the Fund's
ability to recover in the event of
bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities
System, (iii) the 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 subcustodian contracts
(annually) State Street Bank and Trust Company has
entered into with each subcustodian in
the markets in which State Street Bank
and Trust Company offers subcustody
services to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in
the markets in which State Street Bank
and Trust Company offers custodial
services.
Foreign Custody Advisories (as With respect to markets in which State
necessary): Street Bank and Trust Company offers
custodial services which exhibit special
custody risks, developments which may
impact State Street's ability to deliver
expected levels of service.
45
EXHIBIT E -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and affiliates
("SSB") is authorized to promptly debit Client's account(s) upon the receipt of
a payment order in compliance with any of the Security Procedures chosen by the
Client, from those offered on the attached selection form (and any updated
selection forms hereafter executed by the Client), for funds transfers and in
the amount of money that SSB has been instructed to transfer. SSB is hereby
instructed to accept funds transfer instructions only via the delivery methods
and Security Procedures indicated on the attached selection form (and any
updated selection forms hereafter executed by the Client). The Client agrees
that the Security Procedures are reasonable and adequate for its wire transfer
transactions and agrees to be bound by any payment orders, amendments and
cancellations, whether or not authorized, issued in its name and accepted by SSB
after being confirmed by any of the selected Security Procedures. The Client
also agrees to be bound by any other valid and authorized payment order accepted
by SSB. SSB shall execute payment orders in compliance with the selected
Security Procedures and with the Client's/Investment Manager's instructions on
the execution date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order specifies a
later time. SSB will use reasonable efforts to execute on the execution date
payment orders received after the customary deadline, but if it is unable to
execute any such payment order on the execution date, such payment order will be
deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by SSB at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. SSB will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4. REJECTION: SSB reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB's reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB complies with the selected Security Procedures.
The Security Procedures are established for the purpose of authenticating
payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: SSB shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB be liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the Mid-America Payment Exchange or other similar body, SSB or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional until
final settlement for such entry is received from the Federal Reserve Bank. If
such final settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10. MISCELLANEOUS: SSB may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
46
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures indicated
below.
[] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions
that provides telecommunication services for its membership. Participation
is limited to securities brokers and dealers, clearing and depository
institutions, recognized exchanges for securities, and investment
management institutions. SWIFT provides a number of security features
through encryption and authentication to protect against unauthorized
access, loss or wrong delivery of messages, transmission errors, loss of
confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for
existing SWIFT members.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer
(CPU-CPU) data communications between the Client and/or its agent and SSB
and/or its agent. Security procedures include encryption and/or the use of
a test key by those individuals authorized as Automated Batch Verifiers or
a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and dividend
payments.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB or its agent receives an automated transmission from a Client for the
initiation of payment (credit) or collection (debit) transactions through
the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. The transmission is sent from the
Client's or its agent's system to SSB's or its agent's system with
encryption.
[] REPETITIVE WIRES
For situations where funds are transferred periodically from an existing
authorized account to the same payee (destination bank and account number)
and only the date and currency amount are variable, a repetitive wire may
be implemented. Repetitive wires will be subject to a $10 million limit.
If the payment order exceeds the $10 million limit, the instruction will
be confirmed by Telephone Confirmation (Call Back) or Test Key prior to
execution. Repetitive wire instructions must be reconfirmed annually.
Clients may establish Repetitive Wires by following the agreed upon
security procedures as described by Telephone Confirmation (Call Back) or
Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts. If this option is selected, choose either
Telephone Confirmation or Test Key to be used as a secondary procedure
when over $10 million.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB to a counter party on the Client's
established list of authorized counter parties. Only the date and the
dollar amount are variable. Clients may establish Standby Instructions by
following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key. Additional paperwork will be
required from insurance Clients using 1031 drawdowns.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase
Agreements. If this option is selected, choose either Telephone
Confirmation or Test Key to be used as a secondary procedure when over $10
million.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will contact someone other than the originator at the
Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures. Please complete the
Telephone Confirmation Instructions attached as a Schedule hereto.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will authenticate the test key provided with the
corresponding test key at SSB.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
---------------------------------------------
Authorized Signature
-------------------------------------------------
Type or Print Name
-------------------------------------------------
Title
-------------------------------------------------
Date
47
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
----------------------------------------------------
Company Name
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
------------------------------------ ------------------------------
Name Name
------------------------------------ ------------------------------
Address Address
------------------------------------ ------------------------------
City/State/Zip Code City/State/Zip Code
------------------------------------ ------------------------------
Telephone Number Telephone Number
------------------------------------ ------------------------------
Facsimile Number Facsimile Number
------------------------------------
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION
(IF ANY)
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
----------------------- ------------------------- ------------------
48
[GRAPHIC OMITTED][GRAPHIC OMITTED]
AUTHORIZATION MATRIX
--------------------------------------------------------------------------------
BPS: Global Pricing Services Last Update: 03/29/2001
Exhibit F -- Price Source and Methodology Authorization
Instructions: For each security type allowed by the Fund Prospectus, please
indicate the primary, secondary and tertiary source to be used in calculating
Net Asset Value for the Funds identified. NOTE: If Investment Manager is a
Pricing Source, please specify explicitly.
State Street performs a Data Quality review process as specified in the Sources
Status Pricing Matrix on the NAVigator Pricing System which specifies pricing
tolerance thresholds, index and price aging details. The Sources Status Pricing
Matrix will be provided for your information and review.
AUTHORIZATION MATRIX dated _________
CLIENT: XXXXXXXX MUTUAL FUND FAMILY
-------------------------------
---------------------------------- ---------------------- ---------------------- ---------------------
--------------------------------- Primary Source Secondary Source Tertiary Source
Security Type
---------------------------------- ---------------------- ---------------------- ---------------------
EQUITIES
---------------------------------- ---------------------- ---------------------- ---------------------
U. S. Listed Equities
(NYSE, AMEX) Bridge Reuters Last
---------------------------------- ---------------------- ---------------------- ---------------------
U.S. OTC Equities (Nasdaq) Bridge Reuters Market Close
---------------------------------- ---------------------- ---------------------- ---------------------
Foreign Equities
---------------------------------- ---------------------- ---------------------- ---------------------
Listed ADR's
---------------------------------- ---------------------- ---------------------- ---------------------
FIXED INCOME
---------------------------------- ---------------------- ---------------------- ---------------------
Municipal Bonds
---------------------------------- ---------------------- ---------------------- ---------------------
US Bonds (Treasuries, MBS,
ABS, Corporates)
---------------------------------- ---------------------- ---------------------- ---------------------
Eurobonds/Foreign Bonds
---------------------
OTHER ASSETS
---------------------------------- ---------------------- ---------------------- ---------------------
Options
---------------------------------- ---------------------- ---------------------- ---------------------
Futures
---------------------------------- ---------------------- ---------------------- ---------------------
Non - Listed ADR's
---------------------
EXCHANGE RATES
---------------------------------- ---------------------- ---------------------- ---------------------
---------------------------------- ---------------------- ---------------------- ---------------------
FORWARD POINTS
---------------------------------- ---------------------- ---------------------- ---------------------
---------------------------------- ------------------- --------------------- ----------------
--------------------------------- Pricing Logic Pricing Default Valuation Point
Security Type Logic
---------------------------------- ------------------- --------------------- ----------------
EQUITIES
---------------------------------- ------------------- --------------------- ----------------
U. S. Listed Equities
(NYSE, AMEX) Market Close
---------------------------------- ------------------- --------------------- ----------------
U.S. OTC Equities (Nasdaq)
---------------------------------- ------------------- --------------------- ----------------
Foreign Equities
---------------------------------- ------------------- --------------------- ----------------
Listed ADR's
---------------------------------- ------------------- --------------------- ----------------
FIXED INCOME
---------------------------------- ------------------- --------------------- ----------------
Municipal Bonds
---------------------------------- ------------------- --------------------- ----------------
US Bonds (Treasuries, MBS,
ABS, Corporates)
---------------------------------- ------------------- --------------------- ----------------
Eurobonds/Foreign Bonds
------------------- --------------------- ----------------
OTHER ASSETS
---------------------------------- ------------------- --------------------- ----------------
Options
---------------------------------- ------------------- --------------------- ----------------
Futures
---------------------------------- ------------------- --------------------- ----------------
Non - Listed ADR's
------------------- --------------------- ----------------
EXCHANGE RATES
---------------------------------- ------------------- --------------------- ----------------
---------------------------------- ------------------- --------------------- ----------------
FORWARD POINTS
---------------------------------- ------------------- --------------------- ----------------
