Exhibit g.1
Form of Custody Agreement
FORM OF
CUSTODY AGREEMENT
THIS AGREEMENT is made effective the ____ day of ____________, 2001, by
and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under
the laws of the commonwealth of Massachusetts, having its principal office at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇("▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ (each a "Fund").
WITNESSETH:
WHEREAS, Fund desires to appoint State Street as custodian of the
assets of the Fund's investment portfolio or portfolios (each a "Portfolio", and
collectively the "Portfolios"); and
WHEREAS, State Street is willing to accept such appointment on the
terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and
appoints State Street as custodian of the investment securities,
interests in loans and other non-cash investment property, and monies
at any time owned by each of the Portfolios and delivered to State
Street as custodian hereunder ("Assets").
2. REPRESENTATIONS AND WARRANTIES.
-------------------------------
A. Fund hereby represents, warrants and acknowledges to State Street:
1. That it is a trust duly organized and existing and in good
standing under the laws of its state of organization, and
that it is registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
2. That it has the requisite power and authority under
applicable law and its declaration of trust to enter into
this Agreement; it has taken all requisite action necessary
to appoint State Street as custodian for the Portfolios;
this Agreement has been duly executed and delivered by
Fund; and this Agreement constitutes a legal, valid and
binding obligation of Fund, enforceable in accordance with
its terms.
B. State Street hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and
in good standing under the laws of the commonwealth of
Massachusetts; and
2. That it has the requisite power and authority under
applicable law, its charter and its bylaws to enter into
and perform this Agreement; this Agreement has been duly
executed and delivered by State Street; and this Agreement
constitutes a legal, valid and binding obligation of State
Street, enforceable in accordance with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
-------------------------------------------
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to State Street on the
effective date hereof, or as soon thereafter as practicable,
and from time to time thereafter, all Assets acquired by,
owned by or from time to time coming into the possession of
each of the Portfolios during the term hereof. State Street
has no responsibility or liability whatsoever for or on
account of assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause
to be turned over to State Street all of each Portfolio's
relevant accounts and records needed by State Street to
perform its duties and responsibilities hereunder fully and
properly. State Street may rely conclusively on the
completeness and correctness of such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio
segregated in a separate account. Upon delivery of any such
Assets to a subcustodian appointed pursuant hereto
(hereinafter referred to as "Subcustodian"), State Street will
create and maintain records identifying such Assets as
belonging to the applicable Portfolio. State Street is
responsible for the safekeeping of the Assets only until they
have been transmitted to and received by other persons as
permitted under the terms hereof, except for Assets
transmitted to Subcustodians, for which State Street remains
responsible to the extent provided herein. State Street may
participate directly or indirectly through a subcustodian in
the Depository Trust Company (DTC), Treasury/Federal Reserve
Book Entry System (Fed System), Participant Trust Company
(PTC) or other depository approved by Fund (as such entities
are defined at 17 CFR Section 270.17f-4(b)) (each a
"Depository" and collectively the "Depositories"). State
Street will be responsible to Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the
actions or omissions of any Depository only to the same extent
such Depository is responsible to State Street.
D. Registration. State Street will at all times hold registered
Assets in the name of State Street as custodian, the
applicable Portfolio, or a nominee of either of them, unless
specifically directed by Instructions, as hereinafter defined,
to hold such registered Assets in so-called "street name;"
provided that, in any event, State Street will hold all such
Assets in an account of State Street as custodian containing
only Assets of the applicable Portfolio, or only assets held
by State Street as a fiduciary or custodian for customers; and
provided further, that State Street's records at all times
will
indicate the Portfolio or other customer for which such Assets
are held and the respective interests therein. If, however,
Fund directs State Street to maintain Assets in "street name",
notwithstanding anything contained herein to the contrary,
State Street will be obligated only to utilize its best
efforts to timely collect income due the Portfolio on such
Assets and to notify the Portfolio of relevant information,
such as maturities and pendency of calls, and corporate
actions including, without limitation, calls for redemption,
tender or exchange offers, declaration, record and payment
dates and amounts of any dividends or income, reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, or conversion ("Corporate Actions"). All
Assets and the ownership thereof by Portfolio will at all
times be identifiable on the records of State Street. Fund
agrees to hold State Street and its nominee harmless for any
liability as a shareholder of record of securities held in
custody.
E. Exchange. Upon receipt of Instructions, State Street will
exchange, or cause to be exchanged, Assets held for the account of
a Portfolio for other Assets issued or paid in connection with any
Corporate Action or otherwise, and will deposit any such Assets in
accordance with the terms of any such Corporate Action. Without
Instructions, State Street is authorized to exchange Assets in
temporary form for Assets in definitive form, to effect an
exchange of shares when the par value of stock is changed, and,
upon receiving payment therefor, to surrender bonds or other
Assets at maturity or when advised of earlier call for redemption,
except that State Street will receive Instruction prior to
surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On
each business day on which a Portfolio makes a purchase of
Assets other than options and futures, Fund will deliver to
State Street Instructions specifying with respect to each such
purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission,
taxes and other expenses payable in connection with the
purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer
through whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or
via a specified Depository.
In accordance with such Instructions, State Street will pay
for out of monies held for the purchasing Portfolio, but only
insofar as such monies are available for such purpose, and
receive the Assets so purchased by or for the account of such
Portfolio, except that State Street, or a Subcustodian, may in
its sole discretion advance funds
3
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
4
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;
5
e. The need for a segregated margin account (in
addition to Instructions, and if not already in the
possession of State Street, Fund will deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement,
incorporated herein by reference); and
f. The name and address of the futures commission
merchant through whom the sale or purchase was made,
or other applicable settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional terms
and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will release or
cause to be released Assets to the designated pledgee by
way of pledge or hypothecation to secure any loan incurred
by a Portfolio; provided, however, that State Street will
release Assets only upon payment to State Street of the
monies borrowed, except that in cases where additional
collateral is required to secure a borrowing already made,
further Assets may be released or caused to be released for
that purpose. Upon receipt of Instructions, State Street
will pay, but only from funds available for such purpose,
any such loan upon redelivery to it of the Assets pledged
or hypothecated therefor and upon surrender of the note or
notes evidencing such loan.
2. Upon receipt of Instructions, State Street will release
Assets to the designated borrower; provided, however, that
the Assets will be released only upon deposit with State
Street of full cash collateral as specified in such
Instructions, and that the lending Portfolio will retain
the right to any dividends, interest or distribution on
such loaned Assets. Upon receipt of Instructions and the
loaned Assets, State Street will release the cash
collateral to the borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with
the Assets except as may be otherwise provided herein or upon
Instruction from Fund.
6
K. Deposit Accounts. State Street will open and maintain one or more
special purpose deposit accounts for each Portfolio in the name of
State Street in such banks or trust companies (including, without
limitation, affiliates of State Street) as may be designated by it
or Fund in writing ("Accounts"), subject only to draft or order by
State Street upon receipt of Instructions. State Street will
deposit all monies received by State Street from or for the
account of a Portfolio in an Account maintained for such
Portfolio. Subject to Section 5.L hereof, State Street agrees:
1. To make Fed Funds available to the applicable Portfolio at
9:00 a.m., Kansas City time, on the second business day
after deposit of any check into an Account, in the amount
of the check;
2. To make funds available immediately upon a deposit made by
Federal Reserve wire; and
3. To make funds available on the next business day after
deposit of ACH wires.
L. Income and Other Payments. State Street will:
-------------------------
1. Collect, claim and receive and deposit for the account of
the applicable Portfolio all income (including income from
the Accounts) and other payments which become due and
payable on or after the effective date hereof with respect
to the Assets, and credit the account of such Portfolio in
accordance with the schedule attached hereto as Exhibit A.
If, for any reason, a Portfolio is credited with income
that is not subsequently collected, State Street may
reverse that credited amount. If monies are collected after
such reversal, State Street will credit the Portfolio in
that amount;
2. Execute ownership and other certificates and affidavits for
all federal, state and local tax purposes in connection
with the collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in
connection with (a) the collection, receipt and deposit of
such income and other payments, including but not limited
to the presentation for payment of all coupons and other
income items requiring presentation; and all other Assets
which may mature or be called, redeemed, retired or
otherwise become payable and regarding which State Street
has actual knowledge, or should reasonably be expected to
have knowledge; and (b) the endorsement for collection, in
the name of Fund or a Portfolio, of all checks, drafts or
other negotiable instruments.
▇
▇▇▇▇▇ ▇▇▇▇▇▇, however, will not be required to institute
suit or take other extraordinary action to enforce
collection except upon receipt of Instructions and upon
being indemnified to its satisfaction against the costs and
expenses of such suit or other actions. State Street will
receive, claim and collect all stock dividends, rights and
other similar items and will deal with the same pursuant to
Instructions.
M. Proxies and Notices. State Street will promptly deliver or mail
(or have delivered or mailed) to Fund all proxies properly signed,
all notices of meetings, all proxy statements and other notices,
requests or announcements affecting or relating to Assets and
will, upon receipt of Instructions, execute and deliver or mail
(or cause its nominee to execute and deliver or mail) such proxies
or other authorizations as may be required. Except as provided
herein or pursuant to Instructions hereafter received by State
Street, neither it nor its nominee will exercise any power
inherent in any such Assets, including any power to vote the same,
or execute any proxy, power of attorney, or other similar
instrument voting any of such Assets, or give any consent,
approval or waiver with respect thereto, or take any other similar
action.
N. Disbursements. State Street will pay or cause to be paid, insofar
as funds are available for the purpose, bills, statements and
other obligations of each Portfolio (including but not limited to
obligations in connection with the conversion, exchange or
surrender of Assets, interest charges, dividend disbursements,
taxes, management fees, custodian fees, legal fees, auditors'
fees, transfer agents' fees, brokerage commissions, compensation
to personnel, and other operating expenses of such Portfolio)
pursuant to Instructions setting forth the name of the person to
whom payment is to be made, and the amount and purpose of the
payment.
O. Daily Statement of Accounts. State Street will, within a
reasonable time, render to Fund a detailed statement of the
amounts received or paid and of Assets received or delivered for
the account of each Portfolio during each business day. State
Street will maintain such books and records as are necessary to
enable it to render, from time to time upon request by Fund, a
detailed statement of the Assets. State Street will permit, and
upon Instruction will cause any Subcustodian to permit, such
persons as are authorized by Fund, including Fund's independent
public accountants, reasonable access to such records or will
provide reasonable confirmation of the contents of such records,
and if demanded, State Street will permit, and will cause any
Subcustodian to permit, federal and state regulatory agencies to
examine the Assets, books and records of the Portfolios.
P. Appointment of Subcustodians. Notwithstanding any other provisions
----------------------------
hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or
trust companies (including, without limitation, affiliates
of State Street) acting as Subcustodians as may be selected
by State Street. Any such Subcustodian selected by State
Street must have the qualifications required for a
custodian under the ▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ will be
responsible to the applicable Portfolio for any loss,
damage or expense suffered or incurred by such Portfolio
resulting from the actions or
8
omissions of any Subcustodians selected and appointed by
State Street (except Subcustodians appointed at the request
of Fund and as provided in Subsection 2 below) to the same
extent State Street would be responsible to Fund hereunder
if it committed the act or omission itself.
2. Upon request of Fund, State Street will contract with other
Subcustodians reasonably acceptable to State Street for
purposes of (a) effecting third-party repurchase
transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or
subcustodian, or (b) providing depository and clearing
agency services with respect to certain variable rate
demand note securities, or (c) for other reasonable
purposes specified by Fund; provided, however, that State
Street will be responsible to Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the
actions or omissions of any such Subcustodian only to the
same extent such Subcustodian is responsible to State
Street. Fund may review State Street's contracts with such
Subcustodians.
Q. Foreign Custody Manager.
------------------------
1. Delegation to State Street as FCM. The Fund, pursuant to
resolution adopted by its Board of Trustees or Directors
(the "Board"), hereby delegates to State Street, subject to
Section (b) of Rule 17f-5, the responsibilities set forth
in this Section Q with respect to Foreign Assets held
outside the United States, and State Street hereby accepts
such delegation, as Foreign Custody Manager ("FCM") of each
Portfolio.
2. Definitions. Capitalized terms in this Section Q have the
following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular
country including, but not limited to, such country's
political environment; economic and financial
infrastructure (including financial institutions such as
any Mandatory Securities Depositories operating in the
country); prevailing or developing custody and settlement
practices; and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody
in that country.
"Eligible Foreign Custodian" has the meaning set forth in
section (a)(1) of Rule 17f-5, except that the term does not
include Mandatory Securities Depositories.
"Foreign Assets" means any of the Portfolios' investments
(including foreign currencies) for which the primary market
is outside the United States and such cash and cash
equivalents in amounts deemed by Fund to be reasonably
necessary to effect the Portfolios' transactions in such
investments.
9
"Foreign Custody Manager" or "FCM" has the meaning set
forth in section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign
securities depository or clearing agency that, either
as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country
outside the United States (i) because required by law
or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or
effecting trades in securities outside the foreign
securities depository or clearing agency is not
consistent with prevailing or developing custodial or
market practices.
3. Countries Covered. The FCM is responsible for performing
the delegated responsibilities defined below only with
respect to the countries and custody arrangements for each
such country listed on Exhibit C hereto, which may be
amended from time to time by the FCM. The FCM will list on
Exhibit C the Eligible Foreign Custodians selected by the
FCM to maintain the assets of each Portfolio. Mandatory
Securities Depositories are listed on Exhibit D hereto,
which Exhibit D may be amended from time to time by the
FCM. The FCM will provide amended versions of Exhibits C
and D in accordance with subsection 7 of this Section Q.
Upon the receipt by the FCM of Instructions to open an
account, or to place or maintain Foreign Assets, in a
country listed on Exhibit C, and the fulfillment by the
Fund of the applicable account opening requirements for
such country, the FCM is deemed to have been delegated by
the Board responsibility as FCM with respect to that
country and to have accepted such delegation. Following the
receipt of Instructions directing the FCM to close the
account of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation
by the Board to State Street as FCM for that country is
deemed to have been withdrawn and State Street will
immediately cease to be the FCM of the Portfolio with
respect to that country.
The FCM may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon
written notice to the Fund. Thirty days (or such longer
period as to which the parties agree in writing) after
receipt of any such notice by the Fund, State Street will
have no further responsibility as FCM to a Portfolio with
respect to the country as to which State Street's
acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities.
-----------------------------------
a. Selection of Eligible Foreign Custodians. Subject to
the provisions of this Section Q, the FCM may place
and maintain the Foreign Assets in the care of the
Eligible Foreign Custodian selected by the
10
FCM in each country listed on Exhibit C, as amended
from time to time.
In performing its delegated responsibilities as FCM
to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the FCM will determine that the
Foreign Assets will be subject to reasonable care,
based on the standards applicable to custodians in
the country in which the Foreign Assets will be held
by that Eligible Foreign Custodian, after considering
all factors relevant to the safekeeping of such
assets, including, without limitation, those set
forth in Rule 17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM
will determine that the contract (or the rules or
established practices or procedures in the case of an
Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing
the foreign custody arrangements with each Eligible
Foreign Custodian selected by the FCM will provide
reasonable care for the Foreign Assets held by that
Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country.
Each such contract will include the provisions set
forth in Rule 17f-5(c)(2)(I)(A) through (F), or, in
lieu of any or all of the provisions set forth in
said (A) through (F), such other provisions that the
FCM determines will provide, in their entirety, the
same or greater level of care and protection for the
Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains
Foreign Assets with an Eligible Foreign Custodian
selected by the FCM, the FCM will establish a system
to monitor (a) the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign Custodian
and (b) the contract governing the custody
arrangements established by the FCM with the Eligible
Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible
Foreign Custodian it has selected are no longer
appropriate, the FCM will notify the Board in
accordance with subsection 7 of this Section Q.
5. Guidelines for the Exercise of Delegated Authority. For
purposes of this Section Q, the Board will be solely
responsible for considering and determining to accept such
Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which State Street is
serving as FCM of a Portfolio, and the Board will be solely
responsible for monitoring on a continuing basis such
Country Risk to the extent that the Board considers
necessary or appropriate. The Fund, on behalf of the
Portfolios, and State Street each expressly acknowledge
that the FCM will
11
not be delegated any responsibilities under this Section Q
with respect to Mandatory Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
responsibilities delegated to it, the FCM agrees to
exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of assets
of management investment companies registered under the
1940 Act would exercise.
7. Reporting Requirements. The FCM will report the withdrawal
of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another
Eligible Foreign Custodian by providing to the Board
amended Exhibits C and D at the end of the calendar quarter
in which an amendment to either Schedule has occurred. The
FCM will make written reports notifying the Board of any
other material change in the foreign custody arrangements
of a Portfolio described in this Section Q after the
occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM
represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5.
The Fund represents to State Street that the Board has
determined that it is reasonable for the Board to rely on
State Street to perform the responsibilities delegated
pursuant to this Contract to State Street as the FCM of
each Portfolio.
9. Effective Date and Termination of State Street as FCM. The
Board's delegation to State Street as FCM of a Portfolio
will be effective as of the date hereof and will remain in
effect until terminated at any time, without penalty, by
written notice from the terminating party to the
non-terminating party. Termination will become effective
thirty days after receipt by the non-terminating party of
such notice. The provisions of subsection 3 of this Section
Q govern the delegation to and termination of State Street
as FCM of the Fund with respect to designated countries.
R. Accounts and Records Property of Fund. State Street acknowledges
that all of the accounts and records maintained by State Street
pursuant hereto are the property of Fund, and will be made
available to Fund for inspection or reproduction within a
reasonable period of time, upon demand. State Street will assist
Fund's independent auditors, or upon the prior written approval of
Fund, or upon demand, any regulatory body, in any requested review
of Fund's accounts and records, provided that Fund will reimburse
State Street for all expenses and employee time invested in any
such review outside of routine and normal periodic reviews. Upon
receipt from Fund of the necessary information or instructions,
State Street will supply information from the books and records it
maintains for Fund that Fund may reasonably request for tax
returns, questionnaires, periodic reports to shareholders and such
other reports and information requests as Fund and State Street
may agree upon from time to time.
12
S. Adoption of Procedures. State Street and Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto as Exhibit B.
State Street and Fund may from time to time adopt such additional
procedures as they agree upon, and State Street may conclusively
assume that no procedure approved or directed by Fund, Fund's or
Portfolio's accountants or other advisors conflicts with or
violates any requirements of the prospectus, declaration of trust,
any applicable law, rule or regulation, or any order, decree or
agreement by which Fund may be bound. Fund will be responsible for
notifying State Street of any changes in statutes, regulations,
rules, requirements or policies which may impact State Street's
responsibilities or procedures under this Agreement.
T. Advances. Fund will pay on demand any advance of cash or
securities made by State Street or any Subcustodian, in its sole
discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange or
foreign exchange contracts and assumed settlement) for the benefit
of any Portfolio. Any such cash advance will be subject to an
overdraft charge at the rate set forth in the then-current fee
schedule from the date advanced until the date repaid. As security
for each such advance, Fund hereby grants State Street and such
Subcustodian a lien on and security interest in all Assets at any
time held for the account of the applicable Portfolio, including
without limitation all Assets acquired with the amount advanced.
Should Fund fail to promptly repay the advance, State Street and
such Subcustodian may utilize available cash and dispose of such
Portfolio's Assets pursuant to applicable law to the extent
necessary to obtain reimbursement of the amount advanced and any
related overdraft charges.
U. Exercise of Rights; Tender Offers. Upon receipt of Instructions,
State Street will: (1) deliver warrants, puts, calls, rights or
similar securities to the issuer or trustee thereof, or to the
agent of such issuer or trustee, for the purpose of exercise or
sale, provided that the new Assets, if any, are to be delivered to
State Street; and (2) deposit securities upon invitations for
tenders thereof, provided that the consideration for such
securities is to be paid or delivered to State Street or the
tendered securities are to be returned to State Street.
V. Fund Shares.
------------
1. Fund will deliver to State Street Instructions with respect
to the declaration and payment of any dividend or other
distribution on the shares of capital stock of a Portfolio
("Fund Shares") by a Portfolio. On the date specified in
such Instruction, State Street will pay out of the monies
held for the account of the Portfolio, insofar as it is
available for such purposes, and credit to the account of
the Dividend Disbursing Agent for the Portfolio, the amount
specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give State Street
Instructions regarding the aggregate dollar amount to be
paid for such shares. Upon receipt of such Instruction,
State
13
Street will charge such aggregate dollar amount to
the account of the Portfolio and either deposit the same in
the account maintained for the purpose of paying for the
repurchase or redemption of Fund Shares or deliver the same
in accordance with such Instruction. State Street has no
duty or responsibility to determine that Fund Shares have
been removed from the proper shareholder accounts or that
the proper number of Fund Shares have been canceled and
removed from the shareholder records.
3. Whenever Fund Shares are purchased from Fund, Fund will
deposit or cause to be deposited with State Street the
amount received for such shares. State Street has no duty
or responsibility to determine that Fund Shares purchased
from Fund have been added to the proper shareholder account
or that the proper number of such shares have been added to
the shareholder records.
4. INSTRUCTIONS.
-------------
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which State Street reasonably believes were given by
a designated representative of Fund. Fund will deliver to State
Street, prior to delivery of any Assets to State Street and
thereafter from time to time as changes therein are necessary,
written Instructions naming one or more designated representatives
to give Instructions in the name and on behalf of Fund, which
Instructions may be received and accepted by State Street as
conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in full
force and effect until receipt by State Street of notice to the
contrary. Unless such written Instructions delegating authority to
any person to give Instructions specifically limit such authority
to specific matters or require that the approval of anyone else
will first have been obtained, State Street will be under no
obligation to inquire into the right of such person, acting alone,
to give any Instructions whatsoever. If Fund fails to provide
State Street any such Instructions naming designated
representatives, any Instructions received by State Street from a
person reasonably believed to be an appropriate representative of
Fund will constitute valid and proper Instructions hereunder. The
term "designated representative" may include Fund's or a
Portfolio's employees and agents, including investment managers
and their employees.
B. No later than the next business day immediately following each
oral Instruction, Fund will send State Street written confirmation
of such oral Instruction. At State Street's sole discretion, State
Street may record on tape, or otherwise, any oral Instruction
whether given in person or via telephone, each such recording
identifying the date and the time of the beginning and ending of
such oral Instruction.
14
C. Fund will provide, upon State Street's request a certificate
signed by an officer or designated representative of Fund, as
conclusive proof of any fact or matter required to be ascertained
from Fund hereunder. Fund will also provide State Street
Instructions with respect to any matter concerning this Agreement
requested by State Street. If State Street reasonably believes
that it could not prudently act according to the Instructions, or
the instruction or advice of Fund's or a Portfolio's accountants
or counsel, it may in its discretion, with notice to Fund, not act
according to such Instructions.
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not
responsible or liable for, and Fund will indemnify and hold State
Street harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees (including, without limitation,
disbursements and the allocable cost of in-house counsel), payments and
liabilities which may be asserted against or incurred by State Street
or for which State Street may be held to be liable, arising out of or
attributable to:
A. State Street's action or failure to act pursuant hereto; provided
that State Street has acted in good faith and with reasonable
care; and provided further, that, in no event is State Street
liable for consequential, special, or punitive damages;
B. State Street's payment of money as requested by Fund, or the
taking of any action which might make it or its nominee liable for
payment of monies or in any other way; provided, however, that
nothing herein obligates State Street to take any such action or
expend its own monies except in its sole discretion;
C. State Street's action or failure to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to
have been properly executed, including any Instruction,
communications, data or other information received by State Street
by means of the Systems, as hereinafter defined, or any electronic
system of communication;
D. State Street's action or failure to act in good faith reliance on
the advice or opinion of counsel for Fund or of its own counsel
with respect to questions or matters of law, which advice or
opinion may be obtained by State Street at the expense of Fund, or
on the Instruction, advice or statements of any officer or
employee of Fund, or Fund's accountants or other authorized
individuals, and other persons believed by it in good faith to be
expert in matters upon which they are consulted;
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing, State
Street is under no duty or obligation to inquire into:
1. The validity of the issue of any securities purchased by or
for any Portfolio, or the legality of the purchase thereof
or of foreign currency positions, or evidence of ownership
required by Fund to be received by State Street, or the
propriety of the decision to purchase or the amount paid
therefor;
15
2. The legality of the sale of any securities or foreign
currency positions by or for any Portfolio, or the
propriety of the amount for which the same are sold; or
3. The legality of the issue or sale of any Fund Shares, or
the sufficiency of the amount to be received therefor, the
legality of the repurchase or redemption of any Fund
Shares, or the propriety of the amount to be paid therefor,
or the legality of the declaration of any dividend by Fund,
or the legality of the issue of any Fund Shares in payment
of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and records or other information provided to
State Street by or on behalf of a Portfolio, or the failure of
Fund to provide, or provide in a timely manner, any accounts,
records, or information needed by State Street to perform its
duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof
(including without limitation Fund's failure to pay or reimburse
State Street under Section 5 hereof), Fund's negligence or willful
misconduct, or the failure of any representation or warranty of
Fund hereunder to be and remain true and correct in all respects
at all times;
H. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used hereunder,
by Fund or by any person who acquires access to the Systems or
such other systems through the terminal device, passwords, access
instructions or other means of access to such Systems or such
other system which are utilized by, assigned to or otherwise made
available to Fund, except to the extent attributable to any
negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that State
Street will advise Fund promptly if it fails to receive any such
money in the ordinary course of business and will cooperate with
Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the
acts, omissions, defaults or insolvency of any broker, bank, trust
company, securities system or any other person with whom State
Street may deal; and
K. The failure or delay in performance of its obligations hereunder,
or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by circumstances
beyond the affected entity's reasonable control, including,
without limitation: any interruption, loss or malfunction of any
utility, transportation, computer (hardware or software) or
communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental or
exchange action, statute, ordinance, rulings, regulations or
direction;
16
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
services provided to Fund by State Street. State Street will be
entitled to reimbursement by Fund for the losses, damages, liabilities,
advances, overdrafts and expenses of Subcustodians only to the extent
that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State
Street is obligated to reimburse the Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a
period of one (1) year. Thereafter, either Fund or State Street may
terminate this Agreement by notice in writing, delivered or mailed,
postage prepaid, to the other party and received not less than ninety
(90) days prior to the date upon which such termination will take
effect. Upon termination hereof:
A. Fund will pay State Street its fees and compensation due hereunder
and its reimbursable disbursements, costs and expenses paid or
incurred to such date;
B. Fund will designate a successor custodian by Instruction to State
Street by the termination date. In the event no such Instruction
has been delivered to State Street on or before the date when such
termination becomes effective, then State Street may, at its
option, (i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940 Act
and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its
last published report, or (ii) apply to a court of competent
jurisdiction for the appointment of a successor or other proper
relief, or take any other lawful action under the circumstances;
provided, however, that Fund will reimburse State Street for its
costs and expenses, including reasonable attorney's fees, incurred
in connection therewith; and
C. State Street will, upon payment of all sums due to State Street
from Fund hereunder or otherwise, deliver all Assets, duly
endorsed and in form for transfer, to the successor custodian, or
as specified by the court, at State Street's office. State Street
will co-operate in effecting changes in book-entries at all
Depositories. Upon delivery to a successor or as specified by the
court, State Street will have no further
17
obligations or liabilities hereunder. Thereafter such successor
will be the successor hereunder and will be entitled to reasonable
compensation for its services.
In the event that Assets remain in the possession of State Street after
the date of termination hereof for any reason other than State Street's
failure to deliver the same, State Street is entitled to compensation
as provided in the then-current fee schedule for its services during
such period, and the provisions hereof relating to the duties and
obligations of State Street will remain in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed
to Fund at the address set forth above, or at such other address as
Fund may have designated to State Street in writing, will be deemed to
have been properly given to Fund hereunder. Notices, requests,
Instructions and other writings addressed to State Street at State
Street Kansas City, 801 Pennsylvania, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Custody Department, or to such other address as it may have
designated to Fund in writing, will be deemed to have been properly
given to State Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
-----------------------------
A. If State Street provides Fund direct access to the computerized
investment portfolio custody systems used by State Street
("Systems") or if State Street and Fund agree to utilize any
electronic system of communication, Fund agrees to implement and
enforce appropriate security policies and procedures to prevent
unauthorized or improper access to or use of the Systems or such
other system.
B. Fund will preserve the confidentiality of the Systems and the
tapes, books, reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant to,
the Systems and the business of State Street or its affiliates
("Confidential Information"). Fund agrees that it will not
voluntarily disclose any such Confidential Information to any
other person other than its own employees who reasonably have a
need to know such information pursuant hereto. Fund will return
all such Confidential Information to State Street upon termination
or expiration hereof.
C. Fund has been informed that the Systems are owned by or licensed
for use by State Street and its affiliates from one or more third
parties ("Licensors"), and Fund acknowledges that State Street and
Licensors have proprietary rights in and to the Systems and all
other State Street or Licensor programs, code, techniques,
know-how, data bases, supporting documentation, data formats, and
procedures, including without limitation any changes or
modifications made at the request or expense or both of Fund
(collectively, the "Protected Information"). Fund acknowledges
that the Protected Information constitutes confidential material
and trade secrets of State Street and Licensors. Fund will
preserve the confidentiality of the Protected Information, and
Fund hereby acknowledges that any unauthorized use, misuse,
disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer system, or
computer network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system,
18
or computer network, may be subject to civil liabilities and
criminal penalties under applicable law. Fund will so inform
employees and agents who have access to the Protected Information
or to any computer equipment capable of accessing the same.
Licensors are intended to be and are third party beneficiaries of
Fund's obligations and undertakings contained in this Section.
D. Fund hereby represents and warrants to State Street that it has
determined to its satisfaction that the Systems are appropriate
and suitable for its use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE
WARRANTIES STATED EXPRESSLY HEREIN.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio,
the following provisions apply:
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered
hereby, every reference herein to Fund is deemed to relate solely
to the particular Portfolio to which such transaction relates.
Under no circumstances will the rights, obligations or remedies
with respect to a particular Portfolio constitute a right,
obligation or remedy applicable to any other Portfolio. The use of
this single document to memorialize the separate agreement as to
each Portfolio is understood to be for clerical convenience only
and will not constitute any basis for joining the Portfolios for
any reason.
B. Fund may appoint State Street as its custodian for additional
Portfolios from time to time by written notice, provided that
State Street consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by State Street and
Fund in writing.
11. MISCELLANEOUS.
-------------
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of
the commonwealth of Massachusetts, without reference to the choice
of laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9 hereof are intended to
and will continue after and survive the expiration, termination or
cancellation hereof.
19
D. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed by
each party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions hereof or to enforce any rights resulting from
any breach of any of the terms or conditions hereof, including the
payment of damages, will not be construed as a continuing or
permanent waiver of any such terms, conditions, rights or
privileges, but the same will continue and remain in full force
and effect as if no such forbearance or waiver had occurred. No
waiver, release or discharge of any party's rights hereunder will
be effective unless contained in a written instrument signed by
the party sought to be charged.
F. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each
of which is deemed an original but all of which together
constitute one and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain
in full force and effect and will remain enforceable to the
fullest extent permitted by applicable law.
I. The benefits of this Agreement may not be assigned by either party
nor may either party delegate all or a portion of its duties
hereunder without the prior written consent of the other party.
Notwithstanding the foregoing, Fund agrees that State Street may
delegate all or a portion of its duties to an affiliate of State
Street, provided that such delegation will not reduce the
obligations of State Street under this Agreement.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State Street
and Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by either party hereunder
will not affect any rights or obligations of the other party
hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
STATE STREET BANK AND TRUST [FUND]
COMPANY
By:
By:
-----------------------------
On behalf of the Fund
Title:
20
Title:
21
SCHEDULE A
[NAME(S) OF FUND(S)]
22
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
Foreign--Income will be credited contractually on pay day in the markets
noted with Contractual Income Policy. The markets noted with Actual income
policy will be credited income when it is received.
======================= ===================== ===================== ===================== ===================== ====================
MARKET INCOME POLICY MARKET INCOME POLICY MARKET INCOME POLICY
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Argentina Actual Hong Kong Contractual Poland Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Australia Contractual Hungary Actual Portugal Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Austria Contractual India Actual Russia Actual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bahrain Actual Indonesia Actual Singapore Contractual
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
Bangladesh Actual Ireland Actual Slovak 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 ▇▇▇▇▇▇▇▇▇▇▇.
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇--
============================ ========================= ========================== ========================= ========================
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.
EXHIBIT B--FUNDS TRANSFER OPERATING
GUIDELINES
1.
OBLIGATION OF THE SENDER: State Street Bank and Trust Company ("SSB")
is authorized to promptly debit Client's account(s) upon the receipt of
a payment order in compliance with any of the Security Procedures
chosen by the Client, from those offered on the attached selection form
(and any updated selection forms hereafter executed by the Client), for
funds transfers and in the amount of money that SSB has been instructed
to transfer. SSB is hereby instructed to accept funds transfer
instructions only via the delivery methods and Security Procedures
indicated on the attached selection form (and any updated executed by
the Client). The Client agrees that the Security Procedures are
reasonable and adequate for its wire transfer transactions and agrees
to be bound by any payment orders, amendments and cancellations,
whether or not authorized, issued in its name and accepted by SSB after
being confirmed by any of the selected Security Procedures. The Client
also agrees to be bound by any other valid and authorized payment order
accepted by SSB. SSB shall execute payment orders in compliance with
the selected Security Procedures and with the Client's/Investment
Manager's instructions on the execution date provided that such payment
order is received by the customary
24
deadline for processing such a request, unless the payment order
specifies a later time. SSB will use reasonable efforts to execute on
the execution date payment orders received after the customary
deadline, but if it is unable to execute any such payment order on the
execution date, such payment order will be deemed to have been received
on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by SSB at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. SSB will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4. REJECTION: SSB reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSBshall use reasonable efforts to act on
all authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB complies with the selected Security Procedures.
The Security Procedures are established for the purpose of authenticating
payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS: SSB shall assume no responsibility for
lost interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB be liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When the Client initiates or receives ACH credit and debit entries pursuant to
these Guidelines and the rules of the National Automated Clearing House
Association and the Mid-America Payment Exchange or other similar body, SSB or
its agent will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with respect to
such entries. Credits given with respect to an ACH credit entry are provisional
until final settlement for such entry is received from the Federal Reserve Bank.
If such final settlement is not received, the Client agrees to promptly refund
the amount credited to the Client in connection with such entry, and the party
making payment to the Client via such entry shall not be deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10. MISCELLANEOUS: SSB may use the Federal Reserve System Fedwire to
execute payment orders, and any payment order carried in whole or in part
through Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
25
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures indicated
below.
[] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions
that provides telecommunication services for its membership. Participation
is limited to securities brokers and dealers, clearing and depository
institutions, recognized exchanges for securities, and investment
management institutions. SWIFT provides a number of security features
through encryption and authentication to protect against unauthorized
access, loss or wrong delivery of messages, transmission errors, loss of
confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for
existing SWIFT members.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer
(CPU-CPU) data communications between the Client and/or its agent and SSB
and/or its agent. Security procedures include encryption and/or the use of
a test key by those individuals authorized as Automated Batch Verifiers or
a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and dividend
payments.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB or its agent receives an automated transmission from a Client for the
initiation of payment (credit) or collection (debit) transactions through
the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. The transmission is sent from the
Client's or its agent's system to SSB's or its agent's system with
encryption.
[] REPETITIVE WIRES
For situations where funds are transferred periodically from an existing
authorized account to the same payee (destination bank and account number)
and only the date and currency amount are variable, a repetitive wire may
be implemented. Repetitive wires will be subject to a $10 million limit.
If the payment order exceeds the $10 million limit, the instruction will
be confirmed by Telephone Confirmation (Call Back) or Test Key prior to
execution. Repetitive wire instructions must be reconfirmed annually.
Clients may establish Repetitive Wires by following the agreed upon
security procedures as described by Telephone Confirmation (Call Back) or
Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts. IF THIS OPTION IS SELECTED, CHOOSE EITHER
TELEPHONE CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE
WHEN OVER $10 MILLION.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB to a counter party on the Client's
established list of authorized counter parties. Only the date and the
dollar amount are variable. Clients may establish Standby Instructions by
following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase
Agreements. IF THIS OPTION IS SELECTED, CHOOSE EITHER TELEPHONE
CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN OVER $10
MILLION.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will contact someone other than the originator at the
Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures. PLEASE COMPLETE THE
TELEPHONE CONFIRMATION INSTRUCTIONS ATTACHED AS A SCHEDULE HERETO.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will authenticate the test key provided with the
corresponding test key at SSB.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:
-------------------------------------------------
Authorized Signature
-----------------------------------------------------
Type or Print Name
-----------------------------------------------------
Title
-----------------------------------------------------
Date
26
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
---------------------------------------------------
Company Name
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Name Name
Address Address
City/State/Zip Code City/State/Zip Code
Telephone Number Telephone Number
Facsimile Number Facsimile Number
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
---------------------------------- ----------------------------------- --------------------------------
27
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain The British Bank of the Middle East (as delegate of the --
Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale de Banque --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada State Street Trust Company Canada --
Chile Citibank, N.A. --
People's The Hongkong and Shanghai Banking Corporation --
Republic of Limited, Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria --
Costa Rica Banco BCT S.A. --
Croatia Privredana Banka Zagreb d.d --
Cyprus Cypress Popular Bank Ltd. --
Czech Ceskoslovenska Obchodni Banka, A.S. --
Republic
Denmark Den Danske Bank --
28
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland ▇▇▇▇▇▇ Bank Limited --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Ltd. --
India Deutsche Bank AG; The Hongkong and Shanghai --
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques en Cote d'Ivoire --
Jamaica Scotiabank Jamaica Trust and Merchant Bank, Ltd. --
Japan The Daiwa Bank, Limited; The Fuji Bank Limited Japan Securities Depository
Jordan British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
29
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Kenya Barclays Bank of Kenya Limited --
Republic of The Hongkong and Shanghai Banking --
Korea Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank Malaysia Berhad --
Mauritius The Hongkong and Shanghai Banking --
Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group (New Zealand) Limited --
Norway Christiania Bank og Kreditkasse --
Oman The British Bank of the Middle East (as delegate of The --
Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
30
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, AO, Moscow --
(as delegate of Credit Suisse First Boston, Zurich)
Singapore The Development Bank of Singapore Ltd. --
Slovak Ceskoslovenska Obchodna Banka A.S. --
Republic
Slovenia Banka Austria d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited --
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AS --
Taiwan - Central Trust of China --
R.O.C.
Thailand Standard Chartered Bank --
Trinidad Republic Bank Ltd. --
& Tobago
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A.; Ottoman Bank --
Ukraine ING Bank, Ukraine --
United State Street Bank and Trust Company, --
Kingdom London Branch
Uruguay Citibank, N.A. --
31
EXHIBIT C
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
32
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Argentina -Caja de Valores S.A.
Australia -Austraclear Limited;
-Reserve Bank Information andTransfer System
Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium -Caisse Interprofessionnelle de Depot et de Virement de
Titres S.A.;
-Banque Nationale de Belgique
Brazil -Companhia Brasileira de Liquidacao e
-Custodia (CBLC)
-Bolsa de Valores de Rio de Janeiro
-All SSB clients presently use CBLC
-Central de Custodia e de Liquidacao Financeira de Titulos
Bulgaria -Central Depository AD
-Bulgarian National Bank
Canada -The Canadian Depositoryfor Securities Limited
People's Republic -Shanghai Securities Central Clearing and
of China Registration Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Costa Rica -Central de Valores S.A. (CEVAL)
Croatia Ministry of Finance; - National Bank of Croatia
Czech Republic --Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen (The Danish Securities Center)
Egypt -Misr Company for Clearing, Settlement, and Central
Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities Depository
France -Societe Interprofessionnelle pour la Compensation des
Valeurs Mobilieres (SICOVAM)
Germany -The Deutscher Borse Clearing AG
33
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Greece -The Central Securities Depository (Apothetirion Titlon AE)
Hong Kong -The Central Clearing and Settlement System;
-Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest)
Ltd.(KELER) [Mandatory for Gov't Bonds only; SSB does not
use for other securities]
India -The National Securities Depository Limited
Indonesia -Bank Indonesia
Ireland -The Central Bank of Ireland, Securities Settlement Office
Israel -The Tel Aviv Stock Exchange Clearing House Ltd.;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Jamaica -The Jamaican Central Securities Depository
Japan -Bank of Japan Net System
Kenya -Central Bank of Kenya
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (MIDCLEAR) ▇.▇.▇.;
- The Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -The Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping Systems
Mauritius -The Central Depository & Settlement Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.(Instituto para el Deposito de
Valores);
34
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Morocco -Maroclear
The Netherlands -Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. (NECIGEF)
-De Nederlandsche Bank N.V.
New Zealand -New Zealand Central Securities Depository Limited
Norway -Verdipapirsentralen (the Norwegian Registry of Securities)
Oman -Muscat Securities Market
Pakistan -Central Depository Company of Pakistan Limited
Peru -Caja de Valores y Liquidaciones S.A. (CAVALI)
Philippines -The Philippines Central Depository Inc.
-The Registry of Scripless Securities (▇▇▇▇) of the Bureau
of the Treasury
Poland -The National Depository of Securities (Krajowy Depozyt
Papierow Wartos'ciowych);
-Central Treasury Bills Registrar
Portugal -Central de Valores Mobiliarios (Central)
Romania -National Securities Clearing, Settlement and Depository
Co.;
-Bucharest Stock Exchange Registry Division;
Singapore -The Central Depository (Pte)Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna ▇▇▇▇▇▇ ▇.▇.
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.;
-Banco de Espana; Central de Anotaciones en Cuenta
Sri Lanka -Central Depository System (Pvt) Limited
▇▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇▇ GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES (INCLUDES ENTITIES FOR WHICH USE IS
MANDATORY AS A MATTER OF LAW OR EFFECTIVELY MANDATORY AS A
MATTER OF MARKET PRACTICE)
Sweden -Vardepapperscentralen AB (the Swedish Central Securities
Depository)
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd.
Thailand -Thailand Securities Depository Company Limited
Tunisia - Societe Tunisienne Interprofessionelle de Compensation
et de Depot de Valeurs Mobilieres
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S. (TAKASBANK)
-Central Bank of Turkey
Ukraine -The National Bank of Ukraine
United Kingdom -The Bank of England, The Central Gilts Office; The Central
Moneymarkets Office
Uruguay -Central Bank of Uruguay
Venezuela -Central Bank of Venezuela
Zambia -Lusaka Central Depository Limited
-Bank of Zambia
183094.1.03
36