EXHIBIT 8
CUSTODIAN CONTRACT
Between
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
and
STATE STREET BANK AND TRUST COMPANY
Global/Series/Trust
21E593
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held By
It......................................................1
2. Duties of the Custodian with Respect to Property
of the Trust Held by the Custodian in the United
States
2.1 Holding Securities.................................2
2.2 Delivery of Securities.............................2
2.3 Registration of Securities.........................5
2.4 Bank Accounts......................................5
2.5 Availability of Federal Trusts.....................5
2.6 Collection of Income...............................6
2.7 Payment of Trust Monies............................6
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased...............................8
2.9 Appointment of Agents..............................8
2.10 Deposit of Trust Assets in U.S. Securities
System.............................................8
2.11 Trust Assets Held in the Custodian's Direct
Paper System.......................................9
2.12 Segregated Account................................10
2.13 Ownership Certificates for Tax Purposes...........11
2.14 Proxies...........................................11
2.15 Communications Relating to Portfolio Securities...11
3. Duties of the Custodian with Respect to Property of
the Trust Held Outside of the United States............12
3.1 Appointment of Foreign Sub-Custodians.............12
3.2 Assets to be Held.................................12
3.3 Foreign Securities Systems........................12
3.4 Holding Securities................................13
3.5 Agreements with Foreign Banking Institutions......13
3.6 Access of Independent Accountants of the Trust....13
3.7 Reports by Custodian..............................13
3.8 Transactions in Foreign Custody Account...........14
3.9 Liability of Foreign Sub-Custodians...............14
3.10 Liability of Custodian............................14
3.11 Reimbursement for Advances........................15
3.12 Monitoring Responsibilities.......................15
3.13 Branches of U.S. Banks............................16
3.14 Tax Law...........................................16
4. Payments for Sales or Repurchases or Redemptions
of Shares of the Trust.................................16
5. Proper Instructions....................................17
6. Actions Permitted Without Express Authority............17
7. Evidence of Authority..................................18
8 . Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and Net
Income.................................................18
9. Records................................................19
10. Opinion of Trust's Independent Accountants.............19
11. Reports to Trust by Independent Public Accountants.....19
12. Compensation of Custodian..............................19
13. Responsibility of Custodian............................20
14. Effective Period, Termination and Amendment............21
15. Successor Custodian....................................22
16. Interpretive and Additional Provisions.................23
17. Additional Trusts......................................23
18. Massachusetts Law to Apply.............................23
19. Prior Contracts........................................24
20. Reproduction of Documents..............................24
21. Shareholder Communications Election....................24
CUSTODIAN CONTRACT
This Contract between ▇▇▇▇▇ ▇▇▇ Institutional Trust, a
business trust organized and existing under the laws of The
Commonwealth of Massachusetts, having its principal place of
business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
hereinafter called the "Trust", and State Street Bank and
Trust Company, a Massachusetts trust company, having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in
separate series, with each such series representing interests
in a separate portfolio of securities and other assets; and
WHEREAS, the Trust intends to initially offer shares in
one series, the ▇▇▇▇▇ ▇▇▇ Institutional High Yield Fund (such
series together with all other series subsequently
established by the Trust and made subject to this Contract in
accordance with paragraph 17, being herein referred to as the
"Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants
and agreements hereinafter contained, the parties hereto
agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian
of the assets of the Portfolios of the Trust, including
securities which the Trust, on behalf of the applicable
Portfolio desires to be held in places within the United
States ("domestic securities") and securities it desires to
be held outside the United States ("foreign securities")
pursuant to the provisions of the Declaration of Trust. The
Trust on behalf of the Portfolio(s) agrees to deliver to the
Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital
distributions received by it with respect to all securities
owned by the Portfolio(s) from time to time, and the cash
consideration received by it for such new or treasury shares
of beneficial interest of the Trust representing interests in
the Portfolios, ("Shares") as may be issued or sold from time
to time. The Custodian shall not be responsible for any
property of a Portfolio held or received by the Portfolio and
not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the
meaning of Article 5), the Custodian shall on behalf of the
applicable Portfolio(s) from time to time employ one or more
sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees
of the Trust on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less
responsibility or liability to the Trust on account of any
actions or omissions of any sub-custodian so employed than
any such sub-custodian has to the Custodian. The Custodian
may employ as sub-custodian for the Trust's foreign
securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities
depositories designated in Schedule A hereto but only in
accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the
Trust Held By the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of each Portfolio
all non-cash property, to be held by it in the United
States including all domestic securities owned by such
Portfolio, other than (a) securities which are
maintained pursuant to Section 2.10 in a clearing agency
which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury
(each, a U.S. Securities System") and (b) commercial
paper of an issuer for which State Street Bank and Trust
Company acts as issuing and paying agent ("Direct
Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian (the "Direct Paper
System") pursuant to Section 2.11.
2.2 Delivery of Securities. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by
the Custodian or in a U.S. Securities System account of
the Custodian or in the Custodian's Direct Paper book
entry system account ("Direct Paper System Account")
only upon receipt of Proper Instructions from the Trust
on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the
Portfolio and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by the Portfolio;
3) In the case of a sale effected through a U.S.
Securities System, in accordance with the provisions
of Section 2.10 hereof;
4) To the depository agent in connection with tender or
other similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise
become payable; provided that, in any such case, the
cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer
into the name of the Portfolio or into the name of
any nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed pursuant
to Section 2.9 or into the name or nominee name of
any sub-custodian appointed pursuant to Article 1; or
for exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided
that, in any such case, the new securities are to be
delivered to the Custodian;
7) Upon the sale of such securities for the account of
the Portfolio, to the broker or its clearing agent,
against a receipt, for examination in accordance with
"street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of
such securities prior to receiving payment for such
securities except as may arise from the Custodian's
own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities
and cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of
such warrants, rights or similar securities or the
surrender of interim receipts or temporary securities
for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only against
receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Trust on behalf
of the Portfolio, which may be in the form of cash or
obligations issued by the United States government,
its agencies or instrumentalities, except that in
connection with any loans for which collateral is to
be credited to the Custodian's account in the book-
entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by
the Portfolio prior to the receipt of such
collateral;
11) For delivery as security in connection with any
borrowings by the Trust on behalf of the Portfolio
requiring a pledge of assets by the Trust on behalf
of the Portfolio, but only against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Trust on behalf of the Portfolio,
the Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934 (the "Exchange
Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Portfolio of
the Trust;
13) For delivery in accordance with the provisions of any
agreement among the Trust on behalf of the Portfolio,
the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating
to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any
similar organization or organizations, regarding
account deposits in connection with transactions by
the Portfolio of the Trust;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Trust, for delivery to
such Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the currently
effective prospectus and statement of additional
information of the Trust, related to the Portfolio
("Prospectus"), in satisfaction of requests by
holders of Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions from
the Trust on behalf of the applicable Portfolio, a
certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an
officer of the Trust and certified by the Secretary
or an Assistant Secretary, specifying the securities
of the Portfolio to be delivered, setting forth the
purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by
the Custodian (other than bearer securities) shall be
registered in the name of the Portfolio or in the name
of any nominee of the Trust on behalf of the Portfolio
or of any nominee of the Custodian which nominee shall
be assigned exclusively to the Portfolio, unless the
Trust has authorized in writing the appointment of a
nominee to be used in common with other registered
investment companies having the same investment adviser
as the Portfolio, or in the name or nominee name of any
agent appointed pursuant to Section 2.9 or in the name
or nominee name of any sub-custodian appointed pursuant
to Article 1. All securities accepted by the Custodian
on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good
delivery form. If, however, the Trust directs the
Custodian to maintain securities in "street name", the
Custodian shall utilize its best efforts only to timely
collect income due the Trust on such securities and to
notify the Trust on a best efforts basis only of
relevant corporate actions including, without
limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States
in the name of each Portfolio of the Trust, subject only
to draft or order by the Custodian acting pursuant to
the terms of this Contract, and shall hold in such
account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the
Portfolio, other than cash maintained by the Portfolio
in a bank account established and used in accordance
with Rule 17f-3 under the Investment Company Act of
1940. Trusts held by the Custodian for a Portfolio may
be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion
deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to
act as a custodian under the Investment Company Act of
1940 and that each such bank or trust company and the
Trusts to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio be
approved by vote of a majority of the Board of Trustees
of the Trust. Such Trusts shall be deposited by the
Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
2.5 Availability of Federal Trusts. Upon mutual agreement
between the Trust on behalf of each applicable Portfolio
and the Custodian, the Custodian shall, upon the receipt
of Proper Instructions from the Trust on behalf of a
Portfolio, make federal Trusts available to such
Portfolio as of specified times agreed upon from time to
time by the Trust and the Custodian in the amount of
checks received in payment for Shares of such Portfolio
which are deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely
basis all income and other payments with respect to
registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments
with respect to bearer domestic securities if, on the
date of payment by the issuer, such securities are held
by the Custodian or its agent thereof and shall credit
such income, as collected, to such Portfolio's custodian
account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring
presentation as and when they become due and shall
collect interest when due on securities held hereunder.
Income due each Portfolio on securities loaned pursuant
to the provisions of Section 2.2 (10) shall be the
responsibility of the Trust. The Custodian will have no
duty or responsibility in connection therewith, other
than to provide the Trust with such information or data
as may be necessary to assist the Trust in arranging for
the timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.
2.7 Payment of Trust Monies. Upon receipt of Proper
Instructions from the Trust on behalf of the applicable
Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases
only:
1) Upon the purchase of domestic securities, options,
futures contracts or options on futures contracts for
the account of the Portfolio but only (a) against the
delivery of such securities or evidence of title to
such options, futures contracts or options on futures
contracts to the Custodian (or any bank, banking firm
or trust company doing business in the United States
or abroad which is qualified under the Investment
Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of
the Portfolio or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a
purchase effected through a U.S. Securities System,
in accordance with the conditions set forth in
Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with
the conditions set forth in Section 2.11; (d) in the
case of repurchase agreements entered into between
the Trust on behalf of the Portfolio and the
Custodian, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the
securities either in certificate form or through an
entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase
by the Portfolio of securities owned by the Custodian
along with written evidence of the agreement by the
Custodian to repurchase such securities from the
Portfolio or (e) for transfer to a time deposit
account of the Trust in any bank, whether domestic or
foreign; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the
applicable bank pursuant to Proper Instructions from
the Trust as defined in Article 5;
2) In connection with conversion, exchange or surrender
of securities owned by the Portfolio as set forth in
Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by
the Portfolio as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred
by the Portfolio, including but not limited to the
following payments for the account of the Portfolio:
interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the
Trust whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the
Portfolio declared pursuant to the governing
documents of the Trust;
6) For payment of the amount of dividends received in
respect of securities sold short;
7) For any other proper purpose, but only upon receipt
of, in addition to Proper Instructions from the Trust
on behalf of the Portfolio, a certified copy of a
resolution of the Board of Trustees or of the
Executive Committee of the Trust signed by an officer
of the Trust and certified by its Secretary or an
Assistant Secretary, specifying the amount of such
payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to
whom such payment is to be made.
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased. Except as specifically stated
otherwise in this Contract, in any and every case where
payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in
advance of receipt of the securities purchased in the
absence of specific written instructions from the Trust
on behalf of such Portfolio to so pay in advance, the
Custodian shall be absolutely liable to the Trust for
such securities to the same extent as if the securities
had been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time
remove) any other bank or trust company which is itself
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian, as its agent to carry
out such of the provisions of this Article 2 as the
Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or
liabilities hereunder.
2.10 Deposit of Trust Assets in U.S. Securities Systems.
The Custodian may deposit and/or maintain securities
owned by a Portfolio in a clearing agency registered
with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934,
which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively
referred to herein as "U.S. Securities System" in
accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and
regulations, if any, and subject to the following
provisions:
1) The Custodian may keep securities of the Portfolio in
a U.S. Securities System provided that such
securities are represented in an account ("Account")
of the Custodian in the U.S. Securities System which
shall not include any assets of the Custodian other
than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to
securities of the Portfolio which are maintained in a
U.S. Securities System shall identify by book-entry
those securities belonging to the Portfolio;
3) The Custodian shall pay for securities purchased for
the account of the Portfolio upon (i) receipt of
advice from the U.S. Securities System that such
securities have been transferred to the Account, and
(ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for
the account of the Portfolio. The Custodian shall
transfer securities sold for the account of the
Portfolio upon (i) receipt of advice from the U.S.
Securities System that payment for such securities
has been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of
the Portfolio. Copies of all advices from the U.S.
Securities System of transfers of securities for the
account of the Portfolio shall identify the
Portfolio, be maintained for the Portfolio by the
Custodian and be provided to the Trust at its
request. Upon request, the Custodian shall furnish
the Trust on behalf of the Portfolio confirmation of
each transfer to or from the account of the Portfolio
in the form of a written advice or notice and shall
furnish to the Trust on behalf of the Portfolio
copies of daily transaction sheets reflecting each
day's transactions in the U.S. Securities System for
the account of the Portfolio;
4) The Custodian shall provide the Trust for the
Portfolio with any report obtained by the Custodian
on the U.S. Securities System's accounting system,
internal accounting control and procedures for
safeguarding securities deposited in the U.S.
Securities System;
5) The Custodian shall have received from the Trust on
behalf of the Portfolio the initial or annual
certificate, as the case may be, required by Article
14 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Trust for the benefit of the Portfolio for any loss
or damage to the Portfolio resulting from use of the
U.S. Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or
from failure of the Custodian or any such agent to
enforce effectively such rights as it may have
against the U.S. Securities System; at the election
of the Trust, it shall be entitled to be subrogated
to the rights of the Custodian with respect to any
claim against the U.S. Securities System or any other
person which the Custodian may have as a consequence
of any such loss or damage if and to the extent that
the Portfolio has not been made whole for any such
loss or damage.
2.11 Trust Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain
securities owned by a Portfolio in the Direct Paper
System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct
Paper System will be effected in the absence of
Proper Instructions from the Trust on behalf of the
Portfolio;
2) The Custodian may keep securities of the Portfolio in
the Direct Paper System only if such securities are
represented in an account ("Account") of the
Custodian in the Direct Paper System which shall not
include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for
customers;
3) The records of the Custodian with respect to
securities of the Portfolio which are maintained in
the Direct Paper System shall identify by book-entry
those securities belonging to the Portfolio;
4) The Custodian shall pay for securities purchased for
the account of the Portfolio upon the making of an
entry on the records of the Custodian to reflect such
payment and transfer of securities to the account of
the Portfolio. The Custodian shall transfer
securities sold for the account of the Portfolio upon
the making of an entry on the records of the
Custodian to reflect such transfer and receipt of
payment for the account of the Portfolio;
5) The Custodian shall furnish the Trust on behalf of
the Portfolio confirmation of each transfer to or
from the account of the Portfolio, in the form of a
written advice or notice, of Direct Paper on the next
business day following such transfer and shall
furnish to the Trust on behalf of the Portfolio
copies of daily transaction sheets reflecting each
day's transaction in the U.S. Securities System for
the account of the Portfolio;
6) The Custodian shall provide the Trust on behalf of
the Portfolio with any report on its system of
internal accounting control as the Trust may
reasonably request from time to time.
2.12 Segregated Account. The Custodian shall upon receipt
of Proper Instructions from the Trust on behalf of each
applicable Portfolio establish and maintain a segregated
account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to
Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Trust on behalf of
the Portfolio, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the
NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or
any registered contract market), or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or
government securities in connection with options
purchased, sold or written by the Portfolio or commodity
futures contracts or options thereon purchased or sold
by the Portfolio, (iii) for the purposes of compliance
by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies
and (iv) for other proper corporate purposes, but only,
in the case of clause (iv), upon receipt of, in addition
to Proper Instructions from the Trust on behalf of the
applicable Portfolio, a certified copy of a resolution
of the Board of Trustees or of the Executive Committee
signed by an officer of the Trust and certified by the
Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the
domestic securities held hereunder, cause to be promptly
executed by the registered holder of such securities, if
the securities are registered otherwise than in the name
of the Portfolio or a nominee of the Portfolio, all
proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to
the Portfolio such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.15 Communications Relating to Portfolio Securities.
Subject to the provisions of Section 2.3, the Custodian
shall transmit promptly to the Trust for each Portfolio
all written information (including, without limitation,
pendency of calls and maturities of domestic securities
and expirations of rights in connection therewith and
notices of exercise of call and put options written by
the Trust on behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio)
received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or
exchange offers, the Custodian shall transmit promptly
to the Portfolio all written information received by the
Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three
business days prior to the date on which the Custodian
is to take such action.
3. Duties of the Custodian with Respect to Property of the
Trust Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Trust hereby
authorizes and instructs the Custodian to employ as sub-
custodians for the Portfolio's securities and other
assets maintained outside the United States the foreign
banking institutions and foreign securities depositories
designated on Schedule A hereto ("foreign sub-
custodians"). Upon receipt of "Proper Instructions", as
defined in Section 5 of this Contract, together with a
certified resolution of the Trust's Board of Trustees,
the Custodian and the Trust may agree to amend Schedule
A hereto from time to time to designate additional
foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of
Proper Instructions, the Trust may instruct the
Custodian to cease the employment of any one or more
such sub-custodians for maintaining custody of the
Portfolio's assets.
3.2 Assets to be Held. The Custodian shall limit the
securities and other assets maintained in the custody of
the foreign sub-custodians to: (a) "foreign
securities", as defined in paragraph (c)(1) of Rule 17f-
5 under the Investment Company Act of 1940, and (b) cash
and cash equivalents in such amounts as the Custodian
or the Trust may determine to be reasonably necessary to
effect the Portfolio's foreign securities transactions.
The Custodian shall identify on its books as belonging
to the Trust, the foreign securities of the Trust held
by each foreign sub-custodian.
3.3 Foreign Securities Systems. Except as may otherwise be
agreed upon in writing by the Custodian and the Trust,
assets of the Portfolios shall be maintained in a
clearing agency which acts as a securities depository or
in a book-entry system for the central handling of
securities located outside the United States (each a
"Foreign Securities System") only through arrangements
implemented by the foreign banking institutions serving
as sub-custodians pursuant to the terms hereof (Foreign
Securities Systems and U.S. Securities Systems are
collectively referred to herein as the "Securities
Systems"). Where possible, such arrangements shall
include entry into agreements containing the provisions
set forth in Section 3.5 hereof.
3.4 Holding Securities. The Custodian may hold securities
and other non-cash property for all of its customers,
including the Trust, with a Foreign Sub-custodian in a
single account that is identified as belonging to the
Custodian for the benefit of its customers, provided
however, that (i) the records of the Custodian with
respect to securities and other non-cash property of the
Trust which are maintained in such account shall
identify by book-entry those securities and other non-
cash property belonging to the Trust and (ii) the
Custodian shall require that securities and other non-
cash property so held by the foreign sub-custodian be
held separately from any assets of the foreign sub-
custodian or of others.
3.5 Agreements with Foreign Banking Institutions. Each
agreement with a foreign banking institution shall
provide that: (a) the assets of each Portfolio will not
be subject to any right, charge, security interest, lien
or claim of any kind in favor of the foreign banking
institution or its creditors or agent, except a claim of
payment for their safe custody or administration; (b)
beneficial ownership for the assets of each Portfolio
will be freely transferable without the payment of money
or value other than for custody or administration; (c)
adequate records will be maintained identifying the
assets as belonging to each applicable Portfolio; (d)
officers of or auditors employed by, or other
representatives of the Custodian, including to the
extent permitted under applicable law the independent
public accountants for the Trust, will be given access
to the books and records of the foreign banking
institution relating to its actions under its agreement
with the Custodian; and (e) assets of the Portfolios
held by the foreign sub-custodian will be subject only
to the instructions of the Custodian or its agents.
3.6 Access of Independent Accountants of the Trust. Upon
request of the Trust, the Custodian will use its best
efforts to arrange for the independent accountants of
the Trust to be afforded access to the books and records
of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate
to the performance of such foreign banking institution
under its agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the
Trust from time to time, as mutually agreed upon,
statements in respect of the securities and other assets
of the Portfolio(s) held by foreign sub-custodians,
including but not limited to an identification of
entities having possession of the Portfolio(s)
securities and other assets and advices or notifications
of any transfers of securities to or from each custodial
account maintained by a foreign banking institution for
the Custodian on behalf of each applicable Portfolio
indicating, as to securities acquired for a Portfolio,
the identity of the entity having physical possession of
such securities.
3.8 Transactions in Foreign Custody Account. (a) Except as
otherwise provided in paragraph (b) of this Section 3.8,
the provision of Sections 2.2 and 2.7 of this Contract
shall apply, mutatis mutandis to the foreign securities
of the Trust held outside the United States by foreign
sub-custodians.
(b) Notwithstanding any provision of this Contract to
the contrary, settlement and payment for securities
received for the account of each applicable Portfolio
and delivery of securities maintained for the account of
each applicable Portfolio may be effected in accordance
with the customary established securities trading or
securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such
entity's nominee to the same extent as set forth in
Section 2.3 of this Contract, and the Trust agrees to
hold any such nominee harmless from any liability as a
holder of record of such securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement
pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care in
the performance of its duties and to indemnify, and hold
harmless, the Custodian and the Trust from and against
any loss, damage, cost, expense, liability or claim
arising out of or in connection with the institution's
performance of such obligations. At the election of the
Trust, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claims
against a foreign banking institution as a consequence
of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Trust has not been
made whole for any such loss, damage, cost, expense,
liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable
for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect
to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the
custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as
contemplated by paragraph 3.13 hereof, the Custodian
shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or
terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding
the foregoing provisions of this paragraph 3.10, in
delegating custody duties to State Street London Ltd.,
the Custodian shall not be relieved of any
responsibility to the Trust for any loss due to such
delegation, except such loss as may result from (a)
political risk (including, but not limited to, exchange
control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed
hostilities) or (b) other losses (excluding a bankruptcy
or insolvency of State Street London Ltd. not caused by
political risk) due to Acts of God, nuclear incident or
other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
3.11 Reimbursement for Advances. If the Trust requires the
Custodian to advance cash or securities for any purpose
for the benefit of a Portfolio including the purchase or
sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except
such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful
misconduct, any property at any time held for the
account of the applicable Portfolio shall be security
therefor and should the Trust fail to repay the
Custodian promptly, the Custodian shall be entitled to
utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain
reimbursement.
3.12 Monitoring Responsibilities. The Custodian shall
furnish annually to the Trust, during the month of June,
information concerning the foreign sub-custodians
employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Trust
in connection with the initial approval of this
Contract. In addition, the Custodian will promptly
inform the Trust in the event that the Custodian learns
of a material adverse change in the financial condition
of a foreign sub-custodian or any material loss of the
assets of the Trust or in the case of any foreign sub-
custodian not the subject of an exemptive order from the
Securities and Exchange Commission is notified by such
foreign sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders' equity has
declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting
principles).
3.13 Branches of U.S. Banks. (a) Except as otherwise set
forth in this Contract, the provisions hereof shall not
apply where the custody of the Portfolios assets are
maintained in a foreign branch of a banking institution
which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification
set forth in Section 26(a) of said Act. The appointment
of any such branch as a sub-custodian shall be governed
by paragraph 1 of this Contract.
(b) Cash held for each Portfolio of the Trust in the
United Kingdom shall be maintained in an interest
bearing account established for the Trust with the
Custodian's London branch, which account shall be
subject to the direction of the Custodian, State Street
London Ltd. or both.
3.14 Tax Law. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed
on the Trust or the Custodian as custodian of the Trust
by the tax law of the United States of America or any
state or political subdivision thereof. It shall be the
responsibility of the Trust to notify the Custodian of
the obligations imposed on the Trust or the Custodian as
custodian of the Trust by the tax law of jurisdictions
other than those mentioned in the above sentence,
including responsibility for withholding and other
taxes, assessments or other governmental charges,
certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax
law shall be to use reasonable efforts to assist the
Trust with respect to any claim for exemption or reTrust
under the tax law of jurisdictions for which the Trust
has provided such information.
4. Payments for Sales or Repurchases or Redemptions of
Shares of the Trust
The Custodian shall receive from the distributor for the
Shares or from the Transfer Agent of the Trust and deposit
into the account of the appropriate Portfolio such payments
as are received for Shares of that Portfolio issued or sold
from time to time by the Trust. The Custodian will provide
timely notification to the Trust on behalf of each such
Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such Trusts as may be available for the purpose but
subject to the limitations of the Declaration of Trust and
any applicable votes of the Board of Trustees of the Trust
pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make Trusts available
for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of
their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, the Custodian is
authorized upon receipt of instructions from the Transfer
Agent to wire Trusts to or through a commercial bank
designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Trust, the
Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the
Trust to the holder of Shares, when presented to the
Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between the Trust
and the Custodian.
5. Proper Instructions
Proper Instructions as used throughout this Contract
means a writing signed or initialled by one or more person or
persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a
specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to
have been given by a person authorized to give such
instructions with respect to the transaction involved. The
Trust shall cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the Board
of Trustees of the Trust accompanied by a detailed
description of procedures approved by the Board of Trustees,
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Board of Trustees and the Custodian are
satisfied that such procedures afford adequate safeguards for
the Portfolios' assets. For purposes of this Section, Proper
Instructions shall include instructions received by the
Custodian pursuant to any three-party agreement which
requires a segregated asset account in accordance with
Section 2.12.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express
authority from the Trust on behalf of each applicable
Portfolio:
1) make payments to itself or others for minor expenses
of handling securities or other similar items
relating to its duties under this Contract, provided
that all such payments shall be accounted for to the
Trust on behalf of the Portfolio;
2) surrender securities in temporary form for securities
in definitive form;
3) endorse for collection, in the name of the Portfolio,
checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details
in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
securities and property of the Portfolio except as
otherwise directed by the Board of Trustees of the
Trust.
7. Evidence of Authority
The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have
been properly executed by or on behalf of the Trust. The
Custodian may receive and accept a certified copy of a vote
of the Board of Trustees of the Trust as conclusive evidence
(a) of the authority of any person to act in accordance with
such vote or (b) of any determination or of any action by the
Board of Trustees pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as
in full force and effect until receipt by the Custodian of
written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account
and Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board
of Trustees of the Trust to keep the books of account of each
Portfolio and/or compute the net asset value per share of the
outstanding shares of each Portfolio or, if directed in
writing to do so by the Trust on behalf of the Portfolio,
shall itself keep such books of account and/or compute such
net asset value per share. If so directed, the Custodian
shall also calculate daily the net income of the Portfolio as
described in the Trust's currently effective prospectus
related to such Portfolio and shall advise the Trust and the
Transfer Agent daily of the total amounts of such net income
and, if instructed in writing by an officer of the Trust to
do so, shall advise the Transfer Agent periodically of the
division of such net income among its various components.
The calculations of the net asset value per share and the
daily income of each Portfolio shall be made at the time or
times described from time to time in the Trust's currently
effective prospectus related to such Portfolio.
9. Records
The Custodian shall with respect to each Portfolio
create and maintain all records relating to its activities
and obligations under this Contract in such manner as will
meet the obligations of the Trust under the Investment
Company Act of 1940, with particular attention to Section 31
thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Trust and shall at all
times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or
agents of the Trust and employees and agents of the
Securities and Exchange Commission. The Custodian shall, at
the Trust's request, supply the Trust with a tabulation of
securities owned by each Portfolio and held by the Custodian
and shall, when requested to do so by the Trust and for such
compensation as shall be agreed upon between the Trust and
the Custodian, include certificate numbers in such
tabulations.
10. Opinion of Trust's Independent Accountant
The Custodian shall take all reasonable action, as the
Trust on behalf of each applicable Portfolio may from time to
time request, to obtain from year to year favorable opinions
from the Trust's independent accountants with respect to its
activities hereunder in connection with the preparation of
the Trust's Form N-1A, and Form N-SAR or other annual reports
to the Securities and Exchange Commission and with respect to
any other requirements of such Commission.
11. Reports to Trust by Independent Public Accountants
The Custodian shall provide the Trust, on behalf of each
of the Portfolios at such times as the Trust may reasonably
require, with reports by independent public accountants on
the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited
and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such
reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
12. Compensation of Custodian
The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian, as
agreed upon from time to time between the Trust on behalf of
each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
So long as and to the extent that it is in the exercise
of reasonable care, the Custodian shall not be responsible
for the title, validity or genuineness of any property or
evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in
acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and
to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian
shall be held to the exercise of reasonable care in carrying
out the provisions of this Contract, but shall be kept
indemnified by and shall be without liability to the Trust
for any action taken or omitted by it in good faith without
negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Trust) on all
matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence
or willful misconduct or the negligence or willful misconduct
of a sub-custodian or agent, the Custodian shall be without
liability to the Trust for any loss, liability, claim or
expense resulting from or caused by; (i) events or
circumstances beyond the reasonable control of the Custodian
or any sub-custodian or Securities System or any agent or
nominee of any of the foregoing, including, without
limitation, nationalization or expropriation, imposition of
currency controls or restrictions, the interruption,
suspension or restriction of trading on or the closure of any
securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications
disruptions, acts of war or terrorism, riots, revolutions,
work stoppages, natural disasters or other similar events or
acts; (ii) errors by the Trust or the Investment Advisor in
their instructions to the Custodian provided such
instructions have been in accordance with this Contract;
(iii) the insolvency of or acts or omissions by a Securities
System; (iv) any delay or failure of any broker, agent or
intermediary, central bank or other commercially prevalent
payment or clearing system to deliver to the Custodian's sub-
custodian or agent securities purchased or in the remittance
or payment made in connection with securities sold; (v) any
delay or failure of any company, corporation, or other body
in charge of registering or transferring securities in the
name of the Custodian, the Trust, the Custodian's sub-
custodians, nominees or agents or any consequential losses
arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and
rights and other accretions or benefits; (vi) delays or
inability to perform its duties due to any disorder in market
infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or
future law or regulation or order of the United States of
America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent
jurisdiction.
The Custodian shall be liable for the acts or omissions
of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this
Contract.
If the Trust requires the Custodian to take any action
with respect to securities, which action involves the payment
of money or which action may, in the opinion of the
Custodian, result in the Custodian or its nominee assigned to
the Trust being liable for the payment of money or incurring
liability of some other form, the Trust, as a prerequisite to
requiring the Custodian to take such action, shall provide
indemnity to the Custodian in an amount and form satisfactory
to it.
If the Trust requires the Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities for any
purpose (including but not limited to securities settlements,
foreign exchange contracts and assumed settlement) or in the
event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's
own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of
the Trust shall be security therefor and should the Trust
fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the
Trust assets to the extent necessary to obtain reimbursement.
In no event shall the Custodian be liable for indirect,
special or consequential damages.
14. Effective Period, Termination and Amendment
This Contract shall become effective as of its
execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any
time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than thirty (30) days
after the date of such delivery or mailing; provided, however
that the Custodian shall not with respect to a Portfolio act
under Section 2.10 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees of the Trust has
approved the initial use of a particular Securities System by
such Portfolio, as required by Rule 17f-4 under the
Investment Company Act of 1940, as amended and that the
Custodian shall not with respect to a Portfolio act under
Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that
the Board of Trustees has approved the initial use of the
Direct Paper System by such Portfolio; provided further,
however, that the Trust shall not amend or terminate this
Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust,
and further provided, that the Trust on behalf of one or more
of the Portfolios may at any time by action of its Board of
Trustees (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust on behalf of
each applicable Portfolio shall pay to the Custodian such
compensation as may be due as of the date of such termination
and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
15. Successor Custodian
If a successor custodian for the Trust, of one or more
of the Portfolios shall be appointed by the Board of Trustees
of the Trust, the Custodian shall, upon termination, deliver
to such successor custodian at the office of the Custodian,
duly endorsed and in the form for transfer, all securities of
each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the
securities of each such Portfolio held in a Securities
System.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of Trustees of the Trust, deliver
at the office of the Custodian and transfer such securities,
Trusts and other properties in accordance with such vote.
In the event that no written order designating a
successor custodian or certified copy of a vote of the Board
of Trustees shall have been delivered to the Custodian on or
before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, doing business in Boston,
Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its
last published report, of not less than $25,000,000, all
securities, Trusts and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments
held by the Custodian relative thereto and all other property
held by it under this Contract on behalf of each applicable
Portfolio and to transfer to an account of such successor
custodian all of the securities of each such Portfolio held
in any Securities System. Thereafter, such bank or trust
company shall be the successor of the Custodian under this
Contract.
In the event that securities, Trusts and other
properties remain in the possession of the Custodian after
the date of termination hereof owing to failure of the Trust
to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its
services during such period as the Custodian retains
possession of such securities, Trusts and other properties
and the provisions of this Contract relating to the duties
and obligations of the Custodian shall remain in full force
and effect.
16. Interpretive and Additional Provisions
In connection with the operation of this Contract, the
Custodian and the Trust on behalf of each of the Portfolios,
may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Contract as may
in their joint opinion be consistent with the general tenor
of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and
shall be annexed hereto, provided that no such interpretive
or additional provisions shall contravene any applicable
federal or state regulations or any provision of the
Declaration of Trust of the Trust. No interpretive or
additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
17. Additional Portfolios
In the event that the Trust establishes one or more
series of Shares in addition to the ▇▇▇▇▇ ▇▇▇ Institutional
High Yield Fund with respect to which it desires to have the
Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if
the Custodian agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
18. Massachusetts Law to Apply
This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
19. Prior Contracts
This Contract supersedes and terminates, as of the date
hereof, all prior contracts between the Trust on behalf of
each of the Portfolios and the Custodian relating to the
custody of the Trust's assets.
20. Reproduction of Documents
This Contract and all schedules, exhibits, attachments
and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto all/each agree
that any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
21. Shareholder Communications Election
Securities and Exchange Commission Rule 14b-2 requires
banks which hold securities for the account of customers to
respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of
that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In
order to comply with the rule, the Custodian needs the Trust
to indicate whether it authorizes the Custodian to provide
the Trust's name, address, and share position to requesting
companies whose securities the Trust owns. If the Trust
tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Trust tells the
Custodian "yes" or does not check either "yes" or "no" below,
the Custodian is required by the rule to treat the Trust as
consenting to disclosure of this information for all
securities owned by the Trust or any Trusts or accounts
established by the Trust. For the Trust's protection, the
Rule prohibits the requesting company from using the Trust's
name and address for any purpose other than corporate
communications. Please indicate below whether the Trust
consents or objects by checking one of the alternatives
below.
YES [ ] The Custodian is authorized to release the Trust's
name, address, and share positions.
NO [X] The Custodian is not authorized to release the
Trust's name, address, and share positions.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder
affixed as of the 2nd day of January, 1997.
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
ATTEST Senior Vice-President
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
By [SIGNATURE]
Executive Vice President
ATTEST
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Schedule A
The following foreign banking institutions and foreign
securities depositories have been approved by the Board of
Trustees of ▇▇▇▇▇ ▇▇▇ Institutional Trust for use as sub-
custodians for the Trust's securities and other assets:
(Insert banks and securities depositories)
Certified:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Trust's Authorized Officer
Date: ▇/▇/▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
1997
Country Subcustodian Central Depository
--------- ---------------------------------- ------------------------------------------------------
Argentina Citibank, N.A. Caja de Valores S.A.
Australia Westpac Banking Corporation Austraclear Limited; Reserve Bank Information and
Transfer System (RITS)
Austria GiroCredit Bank Aktiengesellschaft Oesterreichische Kontrollbank AG
der Sparkassen (Wertpapiersammelbank Division)
Belgium Generale Bank Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A. (CIK); Banque Nationale de
Belgique
Brazil Citibank, N.A. Bolsa de Valores de Sao Paulo (Bovespa); Banco
Central do Brasil, Systema Especial de Liquidacao e
Custodia (SELIC)
Canada Canada Trustco Mortgage Company The Canadian Depository for Securities Limited (CDS)
People's The Hongkong and Shanghai Banking Shanghai Securities Central Clearing and
Republic of Corporation Limited, Registration Corporation (SSCCRC); Shenzhen
China Shanghai and Shenzhen branches Securities Central Clearing Co., Ltd. (SSCC)
Colombia Cititrust Colombia S.A.; Sociedad None
Fiduciaria
Czech Republic Ceskoslovenska Obchodni Banka A.S. Stredisko Cennych Papiru (SCP); Czech National Bank (CNB)
Denmark Den Danske Bank Vaerdipapircentralen; The Danish Securities Center (VP)
Egypt National Bank of Egypt None
Finland ▇▇▇▇▇▇ Bank Limited The Central Share Register of Finland
France Banque Paribas Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres (SICOVAM); Banque de France, Saturne
System
Germany Dresdner Bank A.G. The Deutscher Kassenverein AG
Ghana Barclays Bank of Ghana Limited None
Greece National Bank of Greece S.A. The Central Securities Depository (Apothetirion Titlon
A.E.)
Hong Kong Standard Chartered Bank The Central Clearing and Settlement System (CCASS)
Hungary Citibank Budapest Rt. The Central Depository and Clearing House (Budapest) Ltd.
(KELER Ltd.)
India The Hongkong and Shanghai Banking None
Corporation Limited
Indonesia Standard Chartered Bank None
Ireland Bank of Ireland Central Bank of Ireland; The Gilts Settlement Office
(GSO)
Israel Bank Hapoalim B.M. The Clearing House of the Tel Aviv Stock Exchange
Italy Banque Paribas Monte Titoli S.p.A; Banca d'Italia
Japan The Sumitomo Trust & Banking Co., Japan Securities Depository Center (JASDEC); Bank of
Ltd. Japan Net System
Republic of SEOULBANK Korea Securities Depository (KSD)
Korea
Malaysia Standard Chartered Bank Malaysia Malaysian Central Depository Sdn. Bhd. (MCD)
Berhad
Mexico Citibank Mexico, S.A. S.D. INDEVAL, S.A. de C.V. (Instituto para el Deposito de
Valores); Banco de Mexico
Netherlands MeesPierson N.V. Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (NECIGEF)
New Zealand ANZ Banking Group (New Zealand) New Zealand Central Securities Depository Limited
Limited (NCZCSD)
Norway Christiania Bank og Kreditkasse Verdipapirsentralen; The Norwegian Registry of Securities
(VPS)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, N.A. Caja de Valores (CAVAL)
Philippines Standard Chartered Bank None
Poland Citibank Poland S.A. The National Depository of Securities (Centrum Krajowy
Depozytu Papierow Wartos'ciowych)
Portugal Banco Comercial Portugues Central de Valores Mobiliarios (Central)
Singapore The Development Bank of Singapore The Central Depository (Pte) Limited (CDP)
Ltd.
South Africa Standard Bank of South Africa The Central Depository Limited
Limited
Spain Banco Santander, S.A. Servicio de Compensacion y Liquidacion de Valores (SCLV);
Banco de Espana, Anotaciones en Cuenta
Sweden Skandinaviska Enskilda Banken Vardepapperscentralen (VPC) AB; The Swedish Central
Securities Depository
Switzerland Union Bank of Switzerland Schweizerische Effekten-Giro AG (SEGA)
Taiwan-R.O.C. Central Trust of China The Taiwan Securities Central Depository Company, Ltd.
(TSCD)
Thailand Standard Chartered Bank Thailand Securities Depository Company Limited (TSD)
Turkey Citibank, ▇.▇. ▇▇▇▇▇ ve Saklama Bankasi A.S. (TAKASBANK); Central Bank
of Turkey
United Kingdom State Street Bank and Trust The Central Gilts Office (CGO); The Central Moneymarket
Company Office (CMO)