Exhibit 8
CUSTODIAN CONTRACT
Between
THE SBI FUND, INC.
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................... 9
2.4 Bank Accounts................................ 10
2.5 Availability of Federal Funds................ 11
2.6 Collection of Income......................... 11
2.7 Payment of Fund Monies....................... 12
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased.............. 15
2.9 Appointment of Agents........................ 16
2.10 Deposit of Fund Assets in Securities
System....................................... 16
2.10A Fund Assets Held in the Custodian's Direct
Paper System................................. 19
2.11 Segregated Account........................... 21
2.12 Ownership Certificates for Tax Purposes...... 23
2.13 Proxies...................................... 23
2.14 Communication; Relating to Portfolio
Securities................................... 23
3. Duties of the Custodian with Respect to Property
of the Fund Held Outside of the United States....... 24
3.1 Appointment of Foreign Sub-Custodians........ 24
3.2 Assets to be Held............................ 25
3.3 Foreign Securities Depositories.............. 26
3.4 Agreements with Foreign Banking
Institutions................................. 26
3.5 Access of Independent Accountants of
the Fund..................................... 27
3.6 Reports by Custodian......................... 27
3.7 Transactions in Foreign Custody Account...... 28
3.8 Liability of Foreign Sub-Custodians.......... 29
3.9 Liability of Custodian....................... 30
3.10 Reimbursement for Advances................... 31
3.11 Monitoring Responsibilities.................. 31
3.12 Branches of U.S. Banks....................... 32
3.13 Tax Law...................................... 33
-i-
4. Payments for Sales or Repurchase or Redemptions
of Shares of the Fund............................... 34
5. Proper Instructions................................. 35
6. Actions Permitted Without Express Authority......... 36
7. Evidence of Authority............................... 37
8. Duties of Custodian With Respect to the Books
of Account and Calculation of Net Asset Value
and Net Income...................................... 37
9. Records............................................. 38
10. Opinion of Fund's Independent Accountants........... 39
11. Reports to Fund by Independent Public Accountants... 39
12. Compensation of Custodian........................... 40
13. Responsibility of Custodian......................... 40
14. Effective Period, Termination and Amendment......... 42
15. Successor Custodian................................. 44
16. Interpretive and Additional Provisions.............. 46
17. Additional Funds.................................... 47
18. Massachusetts Law to Apply.......................... 47
19. Prior Contracts..................................... 47
20. Shareholder Communications.......................... 47
-ii-
CUSTODIAN CONTRACT
This Contract between The SBI Fund, Inc., a corporation
organized and existing under the laws of Maryland, having its
principal place of business at One SBI Plaza, School of Busi-
ness and Industry, Florida A&M University, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇, 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 intends to initially offer shares
in two series, Pool A and Pool B (such series together with all
other series subsequently established by the Fund and made sub-
ject to this Contract in accordance with paragraph 17, being
herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual cov-
enants 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 custo-
▇▇▇▇ of the assets of the Portfolios of the Fund, including
securities which the Fund, on behalf of the applicable Portfo-
lio desires to be held in places within the United States ("do-
mestic securities") and securities it desires to be held out-
side the United States ("foreign securities") pursuant to the
provisions of the Articles of Incorporation. The Fund on be-
half of the Portfolio(s) agrees to deliver to the Custodian all
securities and cash of the Portfolios, and all payments of in-
come, 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 capital stock of the Fund
representing interests in the Portfolios, ("Shares") as may be
issued or sold from time to time. The Custodian shall not be
responsible for any property of a Portfolio held or received by
the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the
meaning of Article 5), the Custodian shall on behalf of the
applicable Portfolio(s) from time to time employ one or more
sub-custodians, located in the United States but only in ac-
cordance with an applicable vote by the Board of Directors of
the Fund on behalf of the applicable Portfolio(s), and provided
that the Custodian shall have no more or less responsibility or
-2-
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 secu-
rities depositories designated in Schedule A hereto but only in
accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the
Fund Held By the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physi-
cally segregate for the account of each Portfolio all
non-cash property, to be held by it in the United States
including all domestic securities owned by such Portfo-
lio, other than (a) securities which are maintained pur-
suant to Section 2.10 in a clearing agency which acts as
a securities depository or in a book-entry system autho-
rized by the U.S. Department of the Treasury, col-
lectively referred to herein as "Securities System" and
(b) commercial paper of an issuer for which State Street
Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in
the Direct Paper System of the Custodian pursuant to
Section 2.10A.
-3-
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 applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and
only in the following cases:
1) Upon sale of such securities for the account of the
Portfolio and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by the Portfolio;
3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Sec-
tion 2.10 hereof;
4) To the depository agent in connection with tender
or other similar offers for securities of the Port-
folio;
5) To the issuer thereof or its agent when such secu-
rities are called, redeemed, retired or otherwise
become payable; provided that, in any such case,
-4-
the cash or other consideration is to be delivered
to the Custodian;
6) To the issuer thereof, or its agent, for transfer
into the name of the Portfolio or into the name of
any nominee or nominees of the Custodian or into
the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee
name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number
of bonds, certificates or other evidence represent-
ing 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 responsibil-
ity or liability for any loss arising from the de-
livery of such securities prior to receiving pay-
ment for such securities except as may arise from
the Custodian's own negligence or willful miscon-
duct;
-5-
8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorgani-
zation or readjustment of the securities of the
issuer of such securities, or pursuant to provi-
sions 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 securi-
ties, the surrender thereof in the exercise of such
warrants, rights or similar securities or the sur-
render 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 secu-
rities made by the Portfolio, but only against re-
ceipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund on be-
half of the Portfolio, which may be in the form of
cash or obligations issued by the United States
government, its agencies or instrumentalities, ex-
cept that in connection with any loans for which
collateral is to be credited to the Custodian's
-6-
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 Port-
folio, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Ex-
change Act") and a member of The National Associa-
tion of Securities Dealers, Inc. ("NASD"), relating
to compliance with the rules of The Options Clear-
ing Corporation and of any registered national se-
curities exchange, or of any similar organization
or organizations, regarding escrow or other ar-
rangements in connection with transactions by the
Portfolio of the Fund;
-7-
13) For delivery in accordance with the provisions of
any agreement among the Fund on behalf of the Port-
folio, the Custodian, and a Futures Commission Mer-
chant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Com-
modity Futures Trading Commission and/or any Con-
tract Market, or any similar organization or orga-
nizations, regarding account deposits in connection
with transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for the Fund, for delivery
to such Transfer Agent or to the holders of shares
in connection with distributions in kind, as may be
described from time to time in the currently effec-
tive prospectus and statement of additional infor-
mation of the Fund, related to the Portfolio ("Pro-
spectus"), 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 applicable Portfo-
lio, a certified copy of a resolution of the Board
of Directors or of the Executive Committee signed
-8-
by an officer of the Fund and certified by the Sec-
retary or an Assistant Secretary, specifying the
securities of the Portfolio to be delivered, set-
ting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons
to whom delivery of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by
the Custodian (other than bearer securities) shall be
registered in the name of the Portfolio or in the name
of any nominee of the Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund
has authorized in writing the appointment of a nominee
to be used in common with other registered investment
companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or
nominee name of any sub-custodian appointed pursuant to
Article 1. All securities accepted by the Custodian on
behalf of the Portfolio under the terms of this Contract
shall be in "street name" or other good delivery form.
If, however, the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall utilize
its best efforts only to timely collect income due the
-9-
Fund on such securities and to notify the Fund on a best
efforts basis only of relevant corporate actions includ-
ing, without limitation, pendency of calls, maturities,
tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States
in the name of each Portfolio of the Fund, subject only
to draft or order by the Custodian acting pursuant to
the terms of this Contract, and shall hold in such ac-
count or accounts, subject to the provisions hereof, all
cash received by it from or for the account of the Port-
folio, 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 de-
posited 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 neces-
sary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and
that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall on
behalf of each applicable Portfolio be approved by vote
of a majority of the Board of Directors of the Fund.
-10-
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 on behalf of each applicable Portfolio
and the Custodian, the Custodian shall, upon the receipt
of Proper Instructions from the Fund on behalf of a
Portfolio, make federal funds available to such Portfo-
lio as of specified times agreed upon from time to time
by the Fund and the Custodian in the amount of checks
received in payment for Shares of such Portfolio which
are deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Sec-
tion 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 Portfo-
lio shall be entitled either by law or pursuant to cus-
▇▇▇ 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
-11-
collected, to such Portfolio's custodian account. With-
out limiting the generality of the foregoing, the Custo-
▇▇▇▇ shall detach and present for payment all coupons
and other income items requiring presentation as and
when they become due and shall collect interest when due
on securities held hereunder. Income due each Portfolio
on securities loaned pursuant to the provisions of Sec-
tion 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 the Portfolio is
properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instruc-
tions from the Fund on behalf of the applicable Portfo-
lio, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out
monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options,
futures contracts or options on futures contracts
for the account of the Portfolio but only (a)
against the delivery of such securities or evidence
-12-
of title to such options, futures contracts or op-
tions on futures contracts to the Custodian (or any
bank, banking firm or trust company doing business
in the United States or abroad which is qualified
under the Investment Company Act of 1940, as
amended, to act as a custodian and has been desig-
nated by the Custodian as its agent for this pur-
pose) 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 trans-
fer; (b) in the case of a purchase effected through
a Securities System, in accordance with the condi-
tions set forth in Section 2.10 hereof; (c) in the
case of a purchase involving the Direct Paper Sys-
tem, in accordance with the conditions set forth in
Section 2.10A; (d) in the case of repurchase agree-
ments 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 cer-
tificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of
the receipt evidencing purchase by the Portfolio of
-13-
securities owned by the Custodian along with written evidence
of the agreement by the Custodian to repurchase such securities
from the Portfolio or (e) for transfer to a time deposit
account of the Fund in any bank, whether domestic or foreign;
such transfer may be effected prior to receipt of a con-
firmation 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 sur-
render of securities owned by the Portfolio as set
forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued
by the Portfolio as set forth in Article 4 hereof;
4) For the payment of any expense or liability in-
curred by the Portfolio, including but not limited
to the following payments for the account of the
Portfolio: interest, taxes, management, account-
ing, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses
are to be in whole or part capitalized or treated
as deferred expenses;
-14-
5) For the payment of any dividends on Shares of the
Portfolio declared pursuant to the governing docu-
ments 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 the Portfolio, a certified copy
of a resolution of the Board of Directors or of the
Executive Committee of the Fund signed by an of-
ficer 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 Securi-
ties 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
-15-
absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by
the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time
remove) any other bank or trust company which is itself
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian, as its agent to carry
out such of the provisions of this Article 2 as the Cus-
todian may from time to time direct; provided, however,
that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereun-
der.
2.10 Deposit of Fund Assets in Securities Systems. The Cus-
todian may deposit and/or maintain securities owned by a
Portfolio in a clearing agency registered with the Secu-
rities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securi-
ties depository, or in the book-entry system authorized
by the U.S. Department of the Treasury and certain fed-
eral agencies, collectively referred to herein as "Secu-
rities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission
-16-
rules and regulations, if any, and subject to the fol-
lowing provisions:
1) The Custodian may keep securities of the Portfolio
in a Securities System provided that such securi-
ties 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 secu-
rities 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 se-
curities 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 Secu-
rities System that payment for such securities has
-17-
been transferred to the Account, and (ii) the mak-
ing 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 re-
quest. Upon request, the Custodian shall furnish
the Fund on behalf of the Portfolio confirmation of
each transfer to or from the account of the Portfo-
lio in the form of a written advice or notice and
shall furnish to the Fund on behalf of the Portfo-
lio copies of daily transaction sheets reflecting
each day's transactions in the Securities System
for the account of the Portfolio;
4) The Custodian shall provide the Fund for the Port-
folio 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;
-18-
5) The Custodian shall have received from the Fund on
behalf of the Portfolio the initial or annual cer-
tificate, as the case may be, required by Article
14 hereof;
6) Anything to the contrary in this Contract notwith-
standing, 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 negligence, mis-
feasance 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 conse-
quence of any such loss or damage if and to the
extent that the Portfolio has not been made whole
for any such loss or damage.
2.10A Fund Assets Held in the Custodian's Direct Paper System.
The Custodian may deposit and/or maintain securities
-19-
owned by a Portfolio in the Direct Paper System of the
Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct
Paper System will be effected in the absence of
Proper Instructions from the 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 secu-
rities 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
-20-
such payment and transfer of securities to the ac-
count of the Portfolio. The Custodian shall trans-
fer securities sold for the account of the Portfo-
lio 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 cop-
ies of daily transaction sheets reflecting each
day's transaction in the Securities 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 in-
ternal accounting control as the Fund may reason-
ably request from time to time.
2.11 Segregated Account. The Custodian shall upon receipt of
Proper Instructions from the Fund on behalf of each ap-
plicable Portfolio establish and maintain a segregated
account or accounts for and on behalf of each such Port-
folio, into which account or accounts may be transferred
-21-
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 Ex-
change Act and a member of the NASD (or any futures com-
mission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Op-
tions Clearing Corporation and of any registered na-
tional securities exchange (or the Commodity Futures
Trading Commission or any registered contract market),
or of any similar organization or organizations, regard-
ing escrow or other arrangements in connection with
transactions by the Portfolio, (ii) for purposes of seg-
regating cash or government securities in connection
with options purchased, sold or written by the Portfolio
or commodity futures contracts or options thereon pur-
chased or sold by the Portfolio, (iii) for the purposes
of compliance by the Portfolio with the procedures re-
quired by Investment Company Act Release No. 10666, or
any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of seg-
regated 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
-22-
Proper Instructions from the Fund on behalf of the ap-
plicable Portfolio, a certified copy of a resolution of
the Board of Directors 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 ▇▇-
▇▇▇▇▇▇▇ such purposes to be proper corporate purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and af-
fidavits for all federal and state tax purposes in con-
nection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.
2.13 Proxies. The Custodian shall, with respect to the do-
mestic securities held hereunder, cause to be promptly
executed by the registered holder of such securities, if
the securities are registered otherwise than in the name
of the Portfolio or a nominee of the Portfolio, all
proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to
the Portfolio such proxies, all proxy soliciting materi-
als and all notices relating to such securities.
2.14 Communications Relating to Portfolio Securities. Sub-
ject to the provisions of Section 2.3, the Custodian
-23-
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 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 securi-
ties and other assets maintained outside the United
-24-
States the foreign banking institutions and foreign se-
curities 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 Directors, the Custodian and the Fund may agree to
amend Schedule A hereto from time to time to designate
additional foreign banking institutions and foreign se-
curities 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 secu-
rities and other assets maintained in the custody of the
foreign sub-custodians to: (a) "foreign securities", as
defined in paragraph (c)(1) of Rule 17f-5 under the In-
vestment 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 Custo-
▇▇▇▇ shall identify on its books as belonging to the
Fund, the foreign securities of the Fund held by each
foreign sub-custodian.
-25-
3.3 Foreign Securities Depositories. Except as may other-
wise be agreed upon in writing by the Custodian and the
Fund, assets of the Portfolios shall be maintained in
foreign securities depositories only through arrange-
ments 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 Portfo-
lio will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the for-
eign banking institution or its creditors or agent, ex-
cept a claim of payment for their safe custody or admin-
istration; (b) beneficial ownership for the assets of
each Portfolio will be freely transferable without the
payment of money or value other than for custody or ad-
ministration; (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
-26-
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 in-
structions 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 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, state-
ments in respect of the securities and other assets of
the Portfolio(s) held by foreign sub-custodians, includ-
ing but not limited to an identification of entities
having possession of the Portfolio(s) securities and
other assets and advices or notifications of any trans-
fers of securities to or from each custodial account
-27-
maintained by a foreign banking institution for the Cus-
todian on behalf of each applicable Portfolio indicat-
ing, as to securities acquired for a 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 the Fund held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to
the contrary, settlement and payment for securities re-
ceived 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.
-28-
(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 Sec-
tion 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.
3.8 Liability of Foreign Sub-Custodians. Each agreement
pursuant to which the Custodian employs a foreign bank-
ing institution as a foreign sub-custodian shall require
the institution to exercise reasonable care in the per-
formance of its duties and to indemnify, and hold harm-
less, the Custodian and each Fund from and against any
loss, damage, cost, expense, liability or claim arising
out of or in connection with the institution's perfor-
▇▇▇▇▇ 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 for-
eign 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.
-29-
3.9 Liability of Custodian. The Custodian shall be liable
for the acts or omissions of a foreign banking institu-
tion to the same extent as set forth with respect to
sub-custodians generally in this Contract and, regard-
less of whether assets are maintained in the custody of
a foreign banking institution, a foreign securities de-
pository 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 reason-
able 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, expropria-
tion, nationalization, insurrection, civil strife or
armed hostilities) or (b) other losses (excluding a
bankruptcy or insolvency of State Street London Ltd. not
caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the
-30-
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 connec-
tion 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.
3.11 Monitoring Responsibilities. The Custodian shall fur-
nish annually to the Fund, during the month of June,
information concerning the foreign sub-custodians em-
ployed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund
-31-
in connection with the initial approval of this Con-
tract. 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 material 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 Securi-
ties and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial
likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the equivalent
thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance
with generally accepted U.S. accounting principles).
3.12 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 Portfolios assets are maintained in a foreign branch
of a banking institution which is a "bank" as defined by
Section 2(a)(5) of the Investment Company Act of 1940
meeting the qualification set forth in Section 26(a) of
said Act. The appointment of any such branch as a sub-
custodian shall be governed by paragraph 1 of this Con-
tract.
-32-
(b) Cash held for each Portfolio of the Fund in the
United Kingdom shall be maintained in an interest bear-
ing account established for the Fund with the
Custodian's London branch, which account shall be sub-
ject to the direction of the Custodian, State Street
London Ltd. or both.
3.13 Tax Law
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 politi-
cal subdivision thereof. It shall be the responsibility
of the Fund to notify the Custodian of the obligations
imposed on the Fund or the Custodian as custodian of the
Fund by the tax law of jurisdictions other than those
mentioned in the above sentence, including responsibil-
ity for withholding and other taxes, assessments or
other governmental charges, certifications and govern-
mental reporting. The sole responsibility of the Custo-
▇▇▇▇ with regard to such tax law shall be to use reason-
able efforts to assist the Fund with respect to any
claim for exemption or refund under the tax law of ju-
risdictions for which the Fund has provided such infor-
mation.
-33-
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 timely notifi-
cation 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
but subject to the limitations of the Articles of Incorporation
and any applicable votes of the Board of Directors of the Fund
pursuant thereto, the Custodian shall, upon receipt of instruc-
tions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In con-
nection with the redemption or repurchase of Shares of a Port-
folio, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a com-
mercial bank designated by the redeeming shareholders. In con-
nection with the redemption or repurchase of Shares of the
Fund, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian
-34-
in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Custo-
▇▇▇▇.
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 Directors shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a spe-
cific statement of the purpose for which such action is re-
quested. Oral instructions will be considered Proper Instruc-
tions 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 Directors of the Fund ac-
companied by a detailed description of procedures approved by
the Board of Directors, Proper Instructions may include com-
munications effected directly between electro-mechanical or
electronic devices provided that the Board of Directors and the
Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolios' assets. For purposes of this
-35-
Section, Proper Instructions shall include instructions re-
ceived 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 ex-
penses of handling securities or other similar items relating
to its duties under this Contract, provided that all such pay-
ments shall be accounted for to the Fund on behalf of the
Portfolio;
2) surrender securities in temporary form for secu-
rities in definitive form;
3) endorse for collection, in the name of the Port-
folio, checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary de-
tails in connection with the sale, exchange, substitution, pur-
chase, transfer and other dealings with the securities and
property of the Portfolio except as otherwise directed by the
Board of Directors of the Fund.
-36-
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 Custo-
▇▇▇▇ may receive and accept a certified copy of a vote of the
Board of Directors 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
Directors pursuant to the Articles of Incorporation as de-
scribed in such vote, and such vote may be considered as in
full force and effect until receipt by the Custodian of written
notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account
and Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply neces-
sary information to the entity or entities appointed by the
Board of Directors 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 or, if directed in
writing to do so by the Fund on behalf of the Portfolio, shall
itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also cal-
culate daily the net income of the Portfolio as described in
-37-
the Fund's currently effective prospectus related to such Port-
folio 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 calculations of the net as-
set value per share and the daily income of each Portfolio
shall be made at the time or times described from time to time
in the Fund's currently effective prospectus related to such
Portfolio.
9. Records
The Custodian shall with respect to each Portfolio
create and maintain all records relating to its activities and
obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of
1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the
property of the 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 em-
ployees 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
-38-
Fund and for such compensation as shall be agreed upon between
the Fund and the Custodian, include certificate numbers in such
tabulations.
10. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as
the Fund on behalf of each applicable Portfolio may from time
to time request, to obtain from year to year favorable opinions
from the Fund's independent accountants with respect to its
activities hereunder in connection with the preparation of the
Fund's Form N-1A, and Form N-SAR or other annual reports to the
Securities and Exchange Commission and with respect to any
other requirements of such Commission.
11. Reports to 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 main-
tained in a Securities System, relating to the services pro-
vided by the Custodian under this Contract; such reports, shall
be of sufficient scope and in sufficient detail, as may reason-
ably be required by the Fund to provide reasonable assurance
-39-
that any material inadequacies would be disclosed by such ex-
amination, and, if there are no such inadequacies, the reports
shall so state.
12. Compensation of Custodian
The Custodian shall be entitled to reasonable compen-
sation for its services and expenses as Custodian, as agreed
upon from time to time between the Fund on behalf of each ap-
plicable Portfolio and the Custodian.
13. Responsibility of Custodian
So long as and to the extent that it is in the exer-
cise of reasonable care, the Custodian shall not be responsible
for the title, validity or genuineness of any property or evi-
dence of title thereto received by it or delivered by it pursu-
ant 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 mer-
chant 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 Con-
tract, 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
-40-
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 omis-
sions 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 whether assets are maintained in the custody
of a foreign banking institution, a foreign securities deposi-
tory 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,
-41-
the Fund on behalf of the Portfolio, as a prerequisite to re-
▇▇▇▇▇▇▇ the Custodian to take such action, shall provide indem-
nity 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 settlements,
foreign exchange contracts and assumed settlement) for the ben-
efit 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 liabili-
ties in connection with the performance of this Contract, ex-
cept 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 en-
titled to utilize available cash and to dispose of such Portfo-
lio's assets to the extent necessary to obtain reimbursement.
14. Effective Period, Termination and Amendment
This Contract shall become effective as of its execu-
tion, shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual
-42-
agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or
mailing; provided, however that the Custodian shall not with
respect to a Portfolio act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary
or an Assistant Secretary that the Board of Directors of the
Fund has approved the initial use of a particular Securities
System by such Portfolio and the receipt of an annual certifi-
cate of the Secretary or an Assistant Secretary that the Board
of Directors 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 Sec-
tion 2.10A hereof in the absence of receipt of an initial cer-
tificate of the Secretary or an Assistant Secretary that the
Board of Directors 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 Directors 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 contraven-
tion of any applicable federal or state regulations, or any
-43-
provision of the Articles of Incorporation, and further pro-
vided, that the Fund on behalf of one or more of the Portfolios
may at any time by action of its Board of Directors (i) substi-
tute 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 di-
rection of an appropriate regulatory agency or court of compe-
tent 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, ex-
penses and disbursements.
15. Successor Custodian
If a successor custodian for the Fund, of one or more
of the Portfolios shall be appointed by the Board of Directors
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 trans-
fer to an account of the successor custodian all of the securi-
ties of each such Portfolio held in a Securities System.
-44-
If no such successor custodian shall be appointed,
the Custodian shall, in like manner, upon receipt of a certi-
fied copy of a vote of the Board of Directors of the Fund, de-
liver at the office of the Custodian and transfer such securi-
ties, funds and other properties in accordance with such vote.
In the event that no written order designating a suc-
cessor custodian or certified copy of a vote of the Board of
Directors shall have been delivered to the Custodian on or be-
fore the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Investment
Company Act of 1940, doing business in Boston, Massachusetts,
of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of
not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable
Portfolio and all instruments held by the Custodian relative
thereto and all other property held by it under this Contract
on behalf of each applicable Portfolio and to transfer to an
account of such successor custodian all of the securities of
each such Portfolio held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the Custo-
▇▇▇▇ under this Contract.
-45-
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 Directors to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its ser-
vices 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.
16. 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 an-
nexed hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state
regulations or any provision of the Articles of Incorporation
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.
-46-
17. Additional Funds
In the event that the Fund establishes one or more
series of Shares in addition to Pool A and Pool B with respect
to which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the Custo-
▇▇▇▇ in writing, and if the Custodian agrees in writing to pro-
vide such services, such series of Shares shall become a Port-
folio hereunder.
18. Massachusetts Law to Apply
This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
19. Prior Contracts
This Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Fund on behalf of
each of the Portfolios and the Custodian relating to the cus-
tody of the Fund's assets.
20. Shareholder Communications
Securities and Exchange Commission Rule 14b-2
requires banks which hold securities for the account of cus-
tomers to respond to requests by issuers of securities for the
-47-
names, addresses and holdings of beneficial owners of securi-
ties 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, we need you to indicate
whether you authorize us to provide your name, address, and
share position to requesting companies whose stock you own. If
you tell us "no", we will not provide this information to re-
questing companies. If you tell us "yes" or do not check
either "yes" or "no" below, we are required by the rule to
treat you as consenting to disclosure of this information for
all securities owned by you or any funds or accounts estab-
lished by you. For your protection, the Rule prohibits the
requesting company from using your name and address for any
purpose other than corporate communications. Please indicate
below whether you consent or object by checking one of the al-
ternatives below.
YES [ ] You are authorized to release our name,
address, and share positions.
NO [ ] You are not authorized to release our name,
address, and share positions.
-48-
IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf by its
duly authorized representative and its seal to be hereunder
affixed as of the day of , 1993.
ATTEST THE SBI FUND, INC.
By
ATTEST STATE STREET BANK AND TRUST COMPANY
By
Assistant Secretary Executive Vice President
-49-
Schedule A
The following foreign banking institutions and for-
eign securities depositories have been approved by the Board of
Directors of The SBI Fund, Inc. for use as sub-custodians for
the Fund's securities and other assets:
(Insert banks and securities depositories)
Certified:
Fund's Authorized Officer
Date:
-50-