CUSTODIAN CONTRACT
Between
THE JPM INSTITUTIONAL FUNDS
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be
Held By It. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian
in the United States. . . . . . . . . . . . . . . . . . . . . . 3
2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . 3
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . 4
2.3 Registration of Securities . . . . . . . . . . . . . . . .11
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . .12
2.5 Availability of Federal Funds. . . . . . . . . . . . . . .13
2.6 Collection of Income . . . . . . . . . . . . . . . . . . .14
2.7 Payment of Fund Monies . . . . . . . . . . . . . . . . . .15
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased . . . . . . . . . . . . . . . . . . .19
2.9 Appointment of Agents. . . . . . . . . . . . . . . . . . .20
2.10 Deposit of Fund Assets in Securities
System . . . . . . . . . . . . . . . . . . . . . . . . . .20
2.10A Fund Assets Held in the Custodian's
Direct Paper System . . . . . . . . . . . . . . . . .24
2.11 Segregated Account . . . . . . . . . . . . . . . . . . . .26
2.12 Ownership Certificates for Tax Purposes. . . . . . . . . .28
2.13 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . .29
2.14 Communications Relating to Portfolio Securities. . . . . .29
3. Duties of the Custodian with Respect to Property of
the Fund Held Outside of the United States. . . . . . . . . . .30
3.1 Appointment of Foreign Sub-Custodians. . . . . . . . . . .30
3.2 Assets to be Held. . . . . . . . . . . . . . . . . . . . .31
3.3 Foreign Securities Depositories. . . . . . . . . . . . . .32
3.4 Agreements with Foreign Banking Institutions . . . . . . .32
3.5 Access of Independent Accountants of the Fund. . . . . . .33
3.6 Reports by Custodian . . . . . . . . . . . . . . . . . . .34
3.7 Transactions in Foreign Custody Account. . . . . . . . . .34
3.8 Liability of Foreign Sub-Custodians. . . . . . . . . . . .36
3.9 Liability of Custodian . . . . . . . . . . . . . . . . . .36
3.10 Reimbursement for Advances . . . . . . . . . . . . . . . .38
3.11 Monitoring Responsibilities. . . . . . . . . . . . . . . .39
3.13 Branches of U.S. Banks . . . . . . . . . . . . . . . . . .40
3.13 Tax Law. . . . . . . . . . . . . . . . . . . . . . . . . .40
4. Payments for Sales or Repurchase or Redemptions of
Shares of the Fund. . . . . . . . . . . . . . . . . . . . . . .41
5. Proper Instructions . . . . . . . . . . . . . . . . . . . . . .42
6. Actions Permitted Without Express Authority . . . . . . . . . .43
7. Evidence of Authority . . . . . . . . . . . . . . . . . . . . .44
8. Duties of Custodian with Respect to the Books of
Account and Calculation of Net Asset Value and Net
Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
9. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
10. Reports to Fund by Independent Public Accountants . . . . . . .46
11. Compensation of Custodian . . . . . . . . . . . . . . . . . . .46
12. Responsibility of Custodian . . . . . . . . . . . . . . . . . .46
13. Effective Period, Termination and Amendment . . . . . . . . . .49
14. Successor Custodian . . . . . . . . . . . . . . . . . . . . . .51
15. Interpretive and Additional Provisions. . . . . . . . . . . . .53
16. Additional Funds. . . . . . . . . . . . . . . . . . . . . . . .54
17. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . .54
18. Prior Contracts . . . . . . . . . . . . . . . . . . . . . . . .54
19. Shareholder Communications Election . . . . . . . . . . . . . .55
20. Limitation of Liability . . . . . . . . . . . . . . . . . . . .56
CUSTODIAN CONTRACT
This Contract between The JPM Institutional Funds,
a business trust organized and existing under the laws of
the Commonwealth of Massachusetts, having its principal
place of business at ▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the "Fund", 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 Fund 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 Fund offers shares in eleven series,
[T]he JPM I[nstitutional] Money Market Fund, [T]he JPM
I[nstitutional Tax Exempt Money Market Fund, [T]he JPM
I[nstitutional] Bond Fund, [T]he JPM I[nstitutional Tax
Exempt Bond Fund, [T]he JPM I[nstitutional] Selected
U.S. Equity Fund, [T]he JPM I[nstitutional] International
Equity Fund, [T]he JPM I[nstitutional] Treasury Money
Market Fund, [T]he JPM I[nstitutional] Short Term Bond
Fund, [T]he JPM I[nstitutional] Diversified Fund, [T]he
JPM I[nstitutional] U.S. Small Co[mpany] Fund and [T]he
JPM I[nstitutional] U.S. Stock Fund, such together with
all other series subsequently established by the Fund
1
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 Fund hereby employs the Custodian as the
custodian of the assets of the Portfolios of the Fund,
including securities which the Fund, on behalf of the
applicable Portfolio, desires to be held in places
within the United States ("domestic securities") and
securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions
of the Fund's Declaration of Trust. The Fund on behalf
of the Portfolio(s) agrees to deliver to the Custodian
all securities and cash of the Portfolio(s), 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 Fund
representing interests in the Portfolio(s) ("Shares") as
may be issued by the Fund or sold from time to time.
The Custodian shall not be
2
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 Fund on behalf of the applicable
Portfolio(s), and provided that the Custodian shall have
no more or less responsibility or liability to the Fund
on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian
has to the Custodian. The Custodian may employ as
sub-custodian for the Fund's foreign securities on
behalf of the applicable Portfolio(s) the foreign
banking institutions and foreign securities
depositories, if any, 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 Portfolios 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
3
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, collectively
referred to herein as "Securities System" and
(b) commercial paper of an issuer for which
the Custodian acts as issuing and paying agent
("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the
Custodian pursuant to Section 2.10A.
2.2 Delivery of Securities. The Custodian shall
release and deliver domestic securities owned
by a Portfolio held by the Custodian or in a
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 Fund on behalf of the Portfolio(s), which
may be continuing instructions when deemed
appropriate by the parties, and only in
4
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
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
5
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
6
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 Fund on
7
behalf of the Portfolio, which may be in
the form of cash or equivalent collateral
or by a letter of credit equal at all
times to 100% of the market value of the
securities loaned plus accrued income,
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 Fund on behalf
of the Portfolio requiring a pledge of
assets by the Fund 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
Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered
8
under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of the
National Association of Securities
Dealers, Inc. (the "NASD"), relating to
compliance with the rules of the Options
Clearing Corporation and of any
registered national securities exchange,
or of any similar organization or
organizations, regarding escrow or other
arrangements in connection with
transactions by the Portfolio of the
Fund;
13) For delivery in accordance with the
provisions of any agreement among the
Fund on behalf of the Portfolio, the
Custodian and a Futures Commission
merchant registered under the Commodity
Exchange Act, relating to compliance with
the rules of the Commodity Futures
Trading Commission and/or any contract
market, or any similar organization or
organizations, regarding account deposits
in connection with transactions by the
Portfolio of the Fund;
9
14) Upon receipt of instructions from the
Fund's transfer agent (the "Transfer
Agent"), for delivery to the 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 Portfolio (the "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 Fund on
behalf of the Portfolio, a certified copy
of a resolution of the Fund's Board of
Trustees or of the Executive Committee
signed by an officer of the Fund 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,
10
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 Fund on behalf of the Portfolio
or of any nominee of the Custodian which
nominee shall be assigned exclusively to 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 a Portfolio under the terms of this
Contract shall be in "street name" or other
good delivery form. If, however, the Fund
directs the Custodian to maintain securities in
11
"street name", the Custodian shall utilize
its best efforts only to collect timely income
due the Fund on such securities and to notify
the Fund on a best efforts basis only of
relevant corporate actions including, without
limitation, pendency of calls, maturities,
tender or exchange offers.
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, 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. Funds held by the Custodian for a
Portfolio may be deposited by it to its credit
as Custodian in the Banking Department of the
Custodian or in such other banks or trust
companies as it may in its discretion deem
necessary or desirable;
12
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 funds to be
deposited with each such bank or trust company
shall on behalf of the Portfolio be approved
by vote of a majority of the Board of Trustees
of the Fund. Such funds 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 Funds. Upon mutual
agreement between the Fund and the Custodian,
the Custodian shall, upon the receipt of
Proper Instructions from the Fund on behalf of
a Portfolio (i) invest in such instruments as
may be set forth in such instructions on the
same day as received all federal funds
received after a time agreed upon by the
Custodian and the Fund and (ii) make federal
funds available to the Portfolio as of
specified times agreed upon from time to time
by the Fund and the
13
Custodian in the amount of funds
received in respect of sales of
securities by the Portfolio and of funds
obtained through borrowings, in each case
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
14
held hereunder. Income due each Portfolio on
securities loaned pursuant to the provisions
of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian
will have no duty or responsibility in
connection therewith, other than to provide
the Fund with such information or data as may
be necessary to assist the Fund in arranging
for the timely delivery to the Custodian of
the income to which a Portfolio is properly
entitled.
2.7 Payment of Fund Monies. Upon receipt of
Proper Instructions from the Fund on behalf of
the applicable Portfolio, which may be
continuing instructions when deemed
appropriate by the parties, the Custodian
shall pay out monies of the 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
15
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 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 2.10A; (d) in the
case of repurchase agreements entered
into between the Fund 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
16
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
Portfolio in any bank, whether domestic
or foreign; such transfer may be effected
prior to receipt of a confirmation from a
broker and/or the applicable bank
pursuant to Proper Instructions from the
Fund as defined 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) From an account of the Portfolio located
outside of the United States (except as
17
otherwise specified by the Fund for a
particular Portfolio), 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 Portfolio whether or not such
expenses are to be in whole or part
capitalized or treated as deferred
expenses;
5) From an account of the Fund located
outside of the United States (except as
otherwise specified by the Fund for a
particular Portfolio), for the payment of
of any dividends on Shares of the Portfolio
declared pursuant to the governing
documents of the Fund;
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 Fund on behalf of
18
the Portfolio, a certified copy of a
resolution of the Board of Trustees or
of the Executive Committee of the Fund
signed by two officers of the Fund 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 Fund on behalf of such Portfolio to so pay
in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the
same extent as if the securities had been
19
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. In addition, the
Custodian may appoint an affiliate of the
Custodian located outside of the United States
to perform such of its duties hereunder as are
required to be performed outside of the United
States.
2.10 Deposit of Fund Assets in 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 Exchange Act of 1934, which acts as a securities
depository, or in the book-entry
20
authorized by the U.S. Department of the
Treasury and certain federal agencies,
collectively referred to herein as "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 Securities System provided
that such securities are represented in
an account ("Account") of the
Custodian in the 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 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 Securities System that such
21
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 Securities System that payment for
such securities has been transferred to
the Securities System 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 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 Fund at
its request. Upon request, the Custodian
shall furnish the Fund 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
22
furnish to the Fund on behalf
of the Portfolio copies of daily
transaction sheets reflecting each day's
transactions in the Securities System for
the account of the Portfolio on the next
business day;
4) The Custodian shall provide the Fund with
any report obtained by the Custodian on
the Securities System's accounting
system, internal accounting control and
procedures for safeguarding securities
deposited in the Securities System;
5) The Custodian shall have received from
the Fund on behalf of the Portfolio the
certificates required by Article 14
hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Fund for the benefit of the
Portfolio for any loss or damage to the
Portfolio resulting from use of the
Securities System by reason of any
23
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 Securities
System; at the election of the Fund, it
shall be entitled to be subrogated to the
rights of the Custodian with respect to
any claim against the 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; provided, that
the Custodian shall, notwithstanding such
subrogation, reimburse the Fund for
its reasonable expenses in connection
with such claim.
2.10A Fund 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
24
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 Fund 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
25
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 Fund 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 Fund on behalf
of the Portfolio copies of daily
transaction sheets reflecting each day's
transaction in the Direct Paper System
for the account of the Portfolio;
6) The Custodian shall provide the Fund on
behalf of the Portfolio with any report
on its system of internal accounting
control as the Fund may reasonably
request from time to time.
2.11 Segregated Account. The Custodian shall upon
receipt of Proper Instructions from the Fund on
26
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 Fund on behalf of the
Portfolio, the Custodian and a broker-dealer
registered under the Exchange Act and a member
of the NASD (or any futures commission
merchant registered under the Commodity
Exchange Act), relating to compliance with the
rules of the Options Clearing Corporation and
of any registered national securities exchange
(or the 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
27
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 Fund 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 Fund 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.
2.12 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
29
receipt of income or other payments with
respect to domestic securities of each
Portfolio held by it and in connection with
transfers of securities.
2.13 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 Fund such
proxies, all proxy soliciting materials and
all notices relating to such securities.
2.14 Communications Relating to Portfolio
Securities. Subject to the provisions of
Section 2.3, the Custodian shall transmit
promptly to the Fund for each Portfolio all
written information (including, without
limitation, pendency of calls and maturities
of domestic securities and expirations of
rights in connection therewith and notices of
exercise of call and put options written by
the Fund on behalf of the Portfolio
29
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 Fund Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The
Fund hereby authorizes and instructs the
Custodian to employ as sub-custodians for the
Portfolio's securities and other assets, if
any, maintained outside the United States the
foreign banking institutions and foreign
30
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 Fund's Board of
Trustees, the Custodian and the Fund 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 Fund 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)(l) 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 Fund may determine to be
reasonably necessary to effect the Portfolio's
foreign securities transactions. The Custodian
31
shall identify on its books as belonging to
the Fund, the foreign securities of the
Fund held by each foreign sub-custodian.
3.3 Foreign Securities Depositories. Except as
may otherwise be agreed upon in writing by the
Custodian and the Fund, assets of the
Portfolios shall be maintained in foreign
securities depositories only through
arrangements implemented by the foreign
banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible,
such arrangements shall include entry into
agreements containing the provisions set forth
in Section 3.4 hereof.
3.4 Agreements with Foreign Banking Institutions.
Each agreement with a foreign banking
institution shall be substantially in the form
set forth in Exhibit 1 hereto and 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)
32
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 Fund,
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.
3.5 Access of Independent Accountants of the Fund.
Upon request of the Fund, the Custodian will
use its best efforts to arrange for the
independent accountants of the Fund 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
33
records relate to the performance of such
foreign banking institution under its
agreement with the Custodian.
3.6 Reports by Custodian. The Custodian will
supply to the Fund 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 the Portfolio, the identity of the entity
having physical possession of such securities.
3.7 Transactions in Foreign Custody Account.
(a) Except as otherwise provided in paragraph
(b) of this Section 3.7, the provision of
Sections 2.2 and 2.7 of this Contract shall
apply, mutatis mutandis to the foreign
securities of each Fund held outside the United
34
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 Fund agrees to hold any such nominee
harmless from any liability as a holder of
record of such securities.
35
3.8 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 Fund
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 Fund, 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 Fund has
not been made whole for any such loss, damage,
cost, expense, liability or claim.
3.9 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
36
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 3.12 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 3.9, in
delegating custody duties to State Street
London Ltd., the Custodian shall not be
relieved of any responsibility to the Fund 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
37
circumstances where the Custodian and State
Street London Ltd. have exercised reasonable
care.
3.10 Reimbursement for Advances. If the Fund
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
Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize
available cash and to dispose of such
Portfolios assets to the extent necessary to
obtain reimbursement.
38
3.11 Monitoring Responsibilities. The Custodian
shall furnish annually to the Fund,
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 Fund in connection with the initial approval
of this Contract. In addition, the Custodian
will promptly inform the Fund
in the event that the Custodian learns of a
material adverse change in the financial
condition of a foreign sub-custodian or any
loss of the assets of the Fund 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).
39
3.12 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 Portfolio's
assets is 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 Fund in the United Kingdom
shall be maintained in an interest bearing
account established for the Fund with the
Custodian's London branch, which account shall
be subject to the direction of the Custodian,
State Street London Ltd. or both.
3.13 Tax Law.
(a) United States Taxes.
The Custodian shall have no responsibility
or liability for any obligations now or hereafter
imposed on the Fund or the Custodian as
custodian of the Fund by the tax law of the
40
United States of America or any state or
political subdivision thereof.
(b) Claiming for Exemption or Refund under the
Tax Laws of Non-United States Jurisdictions.
The sole responsibility of the Custodian with
regard to the tax law of non-United States
jurisdictions shall be to use reasonable
efforts to cooperate with the Fund
and the investment company in which it has
an interest to assist in the
process of making any claim for
exemption or refund of any charges that is
being made by or for the benefit of the Fund.
4. Payments for Sales or Repurchases or Redemptions of
Shares of the Fund
The Custodian shall receive from the distributor
for the Shares or from the Transfer Agent of the Fund
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 Fund. The
Custodian will provide notification to the Fund on
behalf of each such Portfolio and the Transfer Agent of any
receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose
41
but subject to the limitations of the Declaration of
Trust and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian
shall, upon receipt of instructions from the Transfer
Agent, make funds available to an account maintained
outside of the United States (except as specified by the
Fund) for payment to holders of Shares who have
delivered to the Transfer Agent a request for redemption
or repurchase of their Shares.
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 Fund 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
42
Fund 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 2.11.
6. Actions Permitted Without Express Authority
The Custodian may in its discretion, without
express authority from the Fund on behalf of each
applicable Portfolio:
1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Contract, provided that all such payments
shall be accounted for to the Fund on behalf
of the Portfolio;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
43
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 Fund.
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 Fund. The Custodian may receive and accept a
certified copy of a vote of the Board of Trustees
of the Fund 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
44
The Custodian shall cooperate with and supply
necessary information to the entity or entities
appointed by the Board of Trustees of the Fund 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.
9. Records
The Custodian shall with respect to each Portfolio
create and maintain records relating to its activities
and obligations under this Contract in such manner as
will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular
attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereof. All such records shall be the property
of the Fund and shall at all times during the regular
business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the
Fund and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities
owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund
and the Custodian, include certificate numbers in such
45
tabulations.
10. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, on behalf of
each of the Portfolios at such times as the Fund may
reasonably require, with reports by independent public
accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including
securities deposited and/or maintained in a 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 Fund to provide reasonable
assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
11. 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 Fund on
behalf of each applicable Portfolio and the Custodian.
12. Responsibility of Custodian
So long as and to the extent that it is in the
exercise of reasonable care, the Custodian shall not be
46
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 Fund 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 Fund) on all matters, and shall be
without liability for any action reasonably taken or
omitted pursuant to such advice.
The Custodian shall be liable for the acts or
omissions of a foreign banking institution appointed
pursuant to the provisions of Article 3 to the same
extent as set forth in Article 1 hereof with respect to
sub-custodians located in the United States (except as
specifically provided in Article 3.9) and, regardless of
47
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 3.12 hereof, the Custodian shall not be liable
for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any
securities or cash of the Fund in a foreign country
including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions,
or acts of war or terrorism.
If the Fund on behalf of a Portfolio requires
the Custodian to take any action with respect
to securities, which action involves
the payment of money or which action
may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Fund or the
Portfolio being liable for the payment of money or
incurring liability of some other form, the Fund
on behalf of the Portfolio, as a prerequisite
to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities
for any purpose (including but not limited to securities
48
settlements, foreign exchange contracts and assumed
settlement) 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 Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's assets
to the extent necessary to obtain reimbursement.
13. 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;
49
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 Fund has approved the initial use of a
particular Securities System by such Portfolio and the
receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has
reviewed the use by such Portfolio of such Securities
System, as required in each case 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 2.10A 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
and the receipt of an annual certificate of the Secretary
or an Assistant Secretary that the Board of Trustees has
reviewed the use by such Portfolio of the Direct Paper
System; provided further, however, that the Fund 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 Fund on behalf of one or more of the
50
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 Fund on behalf
of each applicable Portfolio shall pay to the Custodian
such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
14. Successor Custodian
If a successor custodian for the Fund, of one or more
of the Portfolios shall be appointed by the Board of
Trustees of the Fund, 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.
51
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 Fund, deliver at the office of the Custodian and
transfer such securities, funds 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 $50,000,000, all securities,
funds and other properties held by the Custodian on
behalf of each applicable Portfolio(s) 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.
52
Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other
properties remain in the possession of the Custodian
after the date of termination hereof owing to failure of
the Fund 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,
funds 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.
15. Interpretive and Additional Provisions
In connection with the operation of this Contract,
the Custodian and the Fund on behalf of each of the
Portfolios, may from time to time agree on such
provisions interpretive of or in addition to the
provisions of this 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
53
state regulations or any provision of the Declaration
of Trust of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
16. Additional Funds
In the event that the Fund establishes one or more
series of Shares in addition to [T]he JPM I[nstitutional]
Money Market Fund, [T]he JPM I[nstitutional Tax Exempt
Money Market Fund, [T]he JPM I[nstitutional] Bond Fund,
[T]he JPM I[nstitutional Tax Exempt Bond Fund, [T]he
JPM I[nstitutional] Selected U.S. Equity Fund, [T]he
JPM I[nstitutional] International Equity Fund, [T]he
JPM I[nstitutional] Treasury Money Market Fund, [T]he
JPM I[nstitutional] Short Term Bond Fund, [T]he JPM
I[nstitutional] Diversified Fund, [T]he JPM
I[nstitutional] U.S. Small Co[mpany] Fund and [T]he
JPM I[nstitutional] U.S. Stock 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.
17. 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.
18. Prior Contracts
This Contract supersedes and terminates, as of the
54
date hereof, all prior contracts between the Fund on
behalf of each of the Portfolios and the Custodian
relating to the custody of the Fund's assets.
19. 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 Fund to
indicate whether it authorizes the Custodian to provide
the Fund's name, address and share position to requesting
companies whose securities the Fund owns. If
the Fund tells the Custodian "no", the
Custodian will not provide this information to
requesting companies. If the Fund tells the Custodian
"yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all
securities owned by the Fund or any funds or
accounts established by the Fund. For the Fund's
protection, the Rule prohibits the requesting company
from using the Fund's name and address for any
55
other than corporate communications. Please
indicate below whether the Fund consents or objects by
checking one of the alternatives below.
YES [ ] The Custodian is authorized to release
the Fund's name, address, and share
positions.
NO [X] The Custodian is not authorized to
release the Fund's name, address, and
share positions.
20. Limitation of Liability
The references herein to the Trustees of the Fund
are to the Trustees of the Fund as trustees and not
individually or personally. The obligations of the Fund
entered into on behalf of the Fund by any of the
Trustees are not made individually but in their capacity
as trustees and are not binding on any of the Trustees
personally. All persons dealing with the Fund must look
solely to the assets of the Fund for the enforcement of
any claims against the Fund.
56
IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf by
its duly authorized representative as of the ____ day of
________, 1993.
THE JPM INSTITUTIONAL FUNDS
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
STATE STREET BANK AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
57
[Schedule A
The following foreign banking institutions and
foreign securities depositories have been approved by
the Board of Trustees of The JPM Institutional Funds
for use as sub-custodians for the Fund's securities
and other assets:
[NOT APPLICABLE]]
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and The JPM Institutional Funds (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated December 23, 1992, as amended (the "Custodian Contract");
WHEREAS, the Custodian and the Fund desire to amend the terms and
conditions Custodian Contract pursuant to which the custodian provides services
to the Fund;
NOW, THEREFORE, in consideration of the promises and covenants
contained herein, the Custodian and the Fund hereby agree as follows:
1. The existing Section 3.13 of the Custodian Contract shall be amended
and restated in its entirety to read as follows:
3.13 Tax Law.
(a) United States Taxes. The Custodian shall have no
responsibility or liability for any obligations now or
hereafter imposed on the Fund or the Custodian as custodian of
the Fund by the tax law of the United States of America or any
state or political subdivision thereof. The Custodian will be
responsible for informing the Fund of the income received by
the Fund which is United States source income and which is not
United States source income.
(b) Claiming for Exemption or Refund under the Tax Laws of
Non-United States Jurisdictions. The sole responsibility of
the Custodian with regard to the tax laws of non-United States
jurisdictions shall be to identify the income of the Fund
which has been subject to withholding and other tax
assessments or other governmental charges by such
jurisdictions and the amount thereof and to use reasonable
efforts to assist the Fund with respect to any claim for
exemption or refund of such charges that can be made on behalf
of the Fund.
2. The existing Article 8 of the Custodian Contract shall be amended and
restated in its entirety to read as follows:
8. Duties of Custodian with Respect to the Books of
Account and Calculation of Net Income. The Custodian
shall keep the books of account of each Portfolio of
the Fund. Until otherwise directed by Proper
Instructions, the Custodian shall compute the net
asset value per share of the outstanding shares of
each Portfolio of Fund. The Custodian shall also
calculate daily the net income of each Portfolio of
the Fund as described in the Fund's currently
effective prospectus for such Portfolio and shall
advise the Fund and the Transfer Agent daily of the
total amounts of such net income and, if instructed
in writing by an officer of the Fund to do so, shall
advise the Transfer Agent periodically of the
division of such net income among its various
components. The calculation of the net asset value
per share and the daily income of each Portfolio of
the Fund shall be made at the time or times described
from time to time in the Fund's currently effective
prospectus for such Portfolio.
3. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this amendment to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative as of this first day of July, 1996.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
THE JPM INSTITUTIONAL FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman and
Chief Executive Officer
JPM506
The JPM Institutional Funds
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
September 27, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The JPM Institutional Funds
(the "Fund") has established and organized two new series of shares of
beneficial interest: The JPM Institutional International Bond Fund and The JPM
Institutional Emerging Markets Equity Fund (collectively the "Portfolios"). In
accordance with the additional funds provisions in Article 16 of the Custodian
Contract dated December 23, 1992 and in Section 10.01 of the Transfer Agency and
Service Agreement dated December 23, 1992, as amended, between the Fund and
State Street Bank and Trust Company ("State Street"), the Fund hereby requests
that State Street act as Custodian and Transfer Agent for the Portfolios under
the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary and Treasurer
Agreed to this 27th day of September, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
JPM259C
The JPM Institutional Funds
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
March 10, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The JPM Institutional Funds
(the "Fund") has established and organized a new series of shares of beneficial
interest, The JPM Institutional New York Total Return Bond Fund (the
"Portfolio"). In accordance with the additional funds provisions in Article 16
of the Custodian Contract dated December 23, 1992, as amended, and in Section
10.01 of the Transfer Agency and Service Agreement dated December 23, 1992, as
amended, between the Fund and State Street Bank and Trust Company ("State
Street"), the Fund hereby requests that State Street act as Custodian and
Transfer Agent for the Portfolio under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary and Treasurer
Agreed to this 10th day of March, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
JPM259C
The JPM Institutional Funds
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
February 28, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The JPM Institutional Funds
(the "Fund") has established and organized three new series of shares of
beneficial interest (The JPM Institutional European Equity Fund, The JPM
Institutional Japan Equity Fund and The JPM Institutional Asia Growth Fund) (the
"Portfolios"). In accordance with the additional funds provisions in Article 16
of the Custodian Contract dated December 23, 1992, as amended, and in Section
10.01 of the Transfer Agency and Service Agreement dated December 23, 1992, as
amended, between the Fund and State Street Bank and Trust Company ("State
Street"), the Fund hereby requests that State Street act as Custodian and
Transfer Agent for the Portfolios under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
Agreed to as of this 29th day of February, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
JPM259C
The JPM Institutional Funds
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
December 18, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Re: Custodian Contract and Transfer Agency and Service Agreement
This is to advise you that the Board of Trustees of The JPM Institutional Funds
(the "Fund") has established and organized two new series of shares of
beneficial interest (The JPM Institutional Disciplined Equity Fund and The JPM
Institutional International Opportunities Fund) (the "Portfolios"). In
accordance with the additional funds provisions in Article 16 of the Custodian
Contract dated December 23, 1992, as amended, and in Section 10.01 of the
Transfer Agency and Service Agreement dated December 23, 1992, as amended,
between the Fund and State Street Bank and Trust Company ("State Street"), the
Fund hereby requests that State Street act as Custodian and Transfer Agent for
the Portfolios under the terms of the respective contracts.
Please indicate your acceptance of the foregoing by executing the eight
originals of this letter agreement, returning four to the Fund and retaining
four agreements for your records.
Very truly yours,
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Treasurer
Agreed to as of this 18th day of December, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By ___________________________
Executive Vice President
JPM259C
