Exhibit (g)(iii) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
SUB-CUSTODIAN CONTRACT
Among
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ TRUST COMPANY
and
STATE STREET BANK AND TRUST COMPANY
and
▇▇▇▇▇▇▇▇ FUNDS INC.
SUB-CUSTODIAN CONTRACT
This Contract on behalf of ▇▇▇▇▇▇▇▇ International Stock Fund ("Fund"), a
portfolio of ▇▇▇▇▇▇▇▇ Funds, Inc., a corporation organized and existing under
the laws of the State of Wisconsin, having its principal place of business at
Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, hereinafter called the
"Corporation", ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company, a Wisconsin trust company bank
having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the "Custodian", and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter
called the "Sub-Custodian",
WHEREAS, the Corporation has engaged the Custodian as custodian of its
assets pursuant to a Custodian Contract, dated as of April 26, 1993 (the
"Custodian Contract");
WHEREAS, the Corporation has requested that the Custodian enter into this
Agreement in order to engage the Sub-Custodian to serve as sub-custodian of the
assets of the Fund;
WHEREAS, the Sub-Custodian is willing to accept such engagement on the
terms and conditions set forth herein;
NOW THEREFOR, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Sub-Custodian and Property to be Held by It
The Custodian, at the request of the Corporation, hereby employs the
Sub-Custodian as the Sub-Custodian of the assets of the Fund pursuant to the
provisions of the Custodian Contract. The Corporation agrees to deliver to the
Sub-Custodian all securities and cash owned by the Fund, and all payments of
income, payments of principal or capital distributions received by the
Corporation with respect to all securities owned by the Fund from time to time,
and the cash consideration received by the Corporation for such new or treasury
shares of common stock, ("Shares") of the Fund as may be issued or sold from
time to time. The Sub-Custodian shall not be responsible for any property of the
Fund held or received by the Corporation and not delivered to the Sub-Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section 5),
the Sub-Custodian shall from time to time employ one or more sub-subcustodians,
but only in accordance with an applicable vote by the Board of Directors of the
Corporation, and provided that the Sub-Custodian shall have no more or less
responsibility or liability to the Corporation on account of any actions or
omissions of any sub-subcustodian so employed than any such sub-subcustodian has
to the Sub-Custodian. The Custodian may employ as sub-subcustodians for the
Fund's securities and other assets the foreign banking institutions and foreign
securities depositories designated in Schedule "A" hereto but only in accordance
with the provisions of Article 3.
The parties may from time to time execute documents to appoint the
Sub-Custodian as custodian of funds other than the Corporation.
2. Duties of the Sub-Custodian with Respect to Property of the Fund Held By
the Sub-Custodian in the United States
2.1 Holding Securities. The Sub-Custodian shall hold and physically segregate
for the account of a Fund all non-cash property, including all securities
owned by the Fund, other than (a) securities which are maintained pursuant
to Section 2.12 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 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 Sub-Custodian pursuant to
Section 2.12A. The Sub-Custodian will use its best efforts to ensure that
specific securities held by it hereunder will be identifiable as Fund
assets at all times. The Sub-Custodian will use the same care with respect
to safekeeping of any non-cash property held by it hereunder as it uses
with respect to its own similar property.
2.2 Delivery of Securities. The Sub-Custodian shall release and deliver
securities owned by the Fund held by the Sub-Custodian or in a Securities
System account of the Sub-Custodian or in the Sub-Custodian's Direct Paper
book entry system account ("Direct Paper System Account") only upon receipt
of Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund 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 Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Fund;
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
Sub-Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Sub-Custodian
or into the name or nominee name of any agent appointed pursuant to
Section 2.11 or into the name or nominee name of any sub-subcustodian
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 Sub-Custodian;
7) Upon the sale of such securities for the account of the Fund, 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 Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Sub-Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Sub-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 Sub-Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Sub-Custodian and the Corporation on behalf
of the Fund, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be
credited to the Sub-Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the Sub-Custodian
will not be held liable or responsible for the delivery of securities
owned by the Fund prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
relating to the Fund among the Corporation, the Sub-Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement
relating to the Fund among the Corporation, the Sub-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 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 Fund's currently effective
prospectus and statement of additional information ("prospectus"), in
satisfaction of requests by holders of Shares for repurchase or
redemption; 15) For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive Committee
signed by an officer of the Corporation and certified by the Secretary
or an Assistant Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and naming
the person or persons to whom delivery of such securities shall be
made; and
16) Upon termination of this Contract as set forth in Section 14
hereunder.
2.3 Registration of Securities. Securities held by the Sub-Custodian (other
than bearer securities) shall be registered in the name of the Fund or in
the name of any nominee of the Fund or of any nominee of the Sub-Custodian
which nominee shall be assigned exclusively to the Fund, unless the
Corporation 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 Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.11 or in the name or nominee name of any
sub-subcustodian appointed pursuant to Article 1. All securities accepted
by the Sub-Custodian on behalf of the Fund under the terms of this Contract
shall be in "street name" or other good delivery form. If, however, the
Corporation directs the Sub-Custodian to maintain the securities of a
particular Fund in "street name", the Sub-Custodian shall utilize its best
efforts only to timely collect income due that Fund on such securities and
to notify the Corporation on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers. If securities upon which income is
payable to the Fund are in default or payment on such securities is refused
after due demand or presentation by the Sub-Custodian, the Sub-Custodian
shall notify the Corporation in writing of such occurrence within one
business day following the day on which the Sub-Custodian first becomes
aware of such default or refusal, provided that such notification shall not
negate the Sub-Custodian's obligation to use its best efforts to collect
such income.
2.4 Bank Accounts. The Sub-Custodian shall open and maintain a separate bank
account or accounts in the name of Custodian on behalf of the Fund, subject
only to draft or order by the Sub-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
Fund, other than cash maintained by the Fund in a bank account established
and used in accordance with Rule 17f-3 under the Investment Company Act of
1940. Funds held by the Sub-Custodian for the Fund may be deposited by it
to its credit as Sub-Custodian in the Banking Department of the
Sub-Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall be
approved by vote of a majority of the Board of Directors of the
Corporation. Such funds shall be deposited by the Sub-Custodian in its
capacity as Sub-Custodian and shall be withdrawable by the Sub-Custodian
only in that capacity. The Sub-Custodian will use the same care with
respect to the safekeeping of any cash maintained buy it hereunder as it
uses with respect to its own cash assets.
2.5 Payments for Shares. The Sub-Custodian shall receive from the distributor
for the Fund's Shares or from the Transfer Agent of the Fund and deposit
into the Fund's account such payments as are received for Shares of the
Fund issued or sold from time to time by the Fund. The Sub-Custodian will
provide timely notification to the Corporation and the Transfer Agent of
any receipt by it of payments for Shares of the Fund.
2.6 Availability of Federal Funds. Upon mutual agreement between the
Corporation and the Sub-Custodian, the Sub-Custodian shall, upon the
receipt of Proper Instructions, make federal funds available to the
Corporation for the Fund as of specified times agreed upon from time to
time by the Corporation and the Sub-Custodian in the amount of checks
received in payment for Shares of the Fund which are deposited into the
Fund's account.
2.7 Collection of Income. Subject to the provisions of Section 2.3, the
Sub-Custodian shall collect on a timely basis all income and other payments
with respect to registered securities held hereunder to which the Fund
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 securities if, on the date of payment by the issuer,
such securities are held by the Sub-Custodian or its agent thereof and
shall credit such income, as collected, to the Fund's custodian account.
Without limiting the generality of the foregoing, the Sub-Custodian shall
detach and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest when
due on securities held hereunder. Income due to the Fund on securities
loaned pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the Corporation. The Sub-Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Corporation with such information or data as may be necessary to assist the
Corporation in arranging for the timely delivery to the Sub-Custodian of
the income to which the Fund is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the
Sub-Custodian shall pay out monies of the Fund in the following cases only:
1) Upon the purchase of securities, options, futures contracts or options
on futures contracts for the account of the Fund 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 Sub-Custodian
(or any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the Investment
Company Act of 1940, as amended, to act as a custodian and has been
designated by the Sub-Custodian as its agent for this purpose)
registered in the name of the Fund or in the name of a nominee of the
Sub-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 2.12
hereof; (c) in the case of a purchase involving the Direct Paper
System, in accordance with the conditions set forth in Section 2.12A;
(d) in the case of repurchase agreements entered into on behalf of the
Fund between the Corporation and the Sub-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 Sub-Custodian's account at the Federal Reserve Bank with
such securities or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the Sub-Custodian along
with written evidence of the agreement by the Sub-Custodian to
repurchase such securities from the Fund or (e) for immediate transfer
to a time deposit account of the Fund in any bank whether foreign or
domestic; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions as defined in Section 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Corporation
as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, 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;
5) For the payment of any dividends 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, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Corporation signed by
an officer of the Corporation 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; and
8) Upon termination of this Contract as set forth in Section 14
hereunder.
2.9 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 securities for the account of the Fund is
made by the Sub-Custodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the Corporation with
respect to the Fund to so pay in advance, the Sub-Custodian shall be
absolutely liable to the Fund for such securities to the same extent as if
the securities had been received by the Sub-Custodian.
2.10 Payments for Repurchases and Redemptions of Shares of the Fund. 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 Corporation pursuant thereto, the Sub-Custodian shall,
upon receipt of instructions 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 connection with
the redemption or repurchase of Shares of the Fund, the Sub-Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares of
the Fund, the Sub-Custodian shall honor checks drawn on the Sub-Custodian
by a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Sub-Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between the Corporation and the Sub-Custodian.
2.11 Appointment of Agents. The Sub-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 Sub-Custodian may from time to time
direct; provided, however, that the appointment of any agent shall not
relieve the Sub-Custodian of its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Sub-Custodian may deposit
and/or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"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 Sub-Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Sub-Custodian in the Securities System which shall
not include any assets of the Sub-Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
2) The records of the Sub-Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Sub-Custodian shall pay for securities purchased for the account
of the Fund or shall pay cash collateral against the return of
securities loaned by the Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred to the
Account, and (ii) the making of an entry on the records of the
Sub-Custodian to reflect such payment and transfer for the account of
the Fund. The Sub-Custodian shall transfer securities sold or loaned
for the account of the Fund upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Sub-Custodian to reflect such transfer and payment for
the account of the Fund. Copies of all advices from the Securities
System of transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Sub-Custodian and
be provided to the Fund at its request. Upon request, the
Sub-Custodian shall furnish the Corporation on behalf of the Fund
confirmation of each transfer to or from the account of the Fund in
the form of a written advice or notice and shall furnish to the Trust
copies of daily transaction sheets reflecting each day's transactions
in the Securities System for the account of the Trust;
4) The Sub-Custodian shall provide the Corporation with any report
obtained by the Sub-Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5) The Sub-Custodian shall have received the initial certificate required
by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Sub-Custodian shall be liable to the Corporation for any loss or
damage to the Corporation or the Fund resulting from use of the
Securities System by reason of any negligence, misfeasance or
misconduct of the Sub-Custodian or any of its agents or of any of its
or their employees or from failure of the Sub-Custodian or any such
agent to enforce effectively such rights as it may have against the
Securities System; at the election of the Corporation, it shall be
entitled to be subrogated to the rights of the Sub-Custodian with
respect to any claim against the Securities System or any other person
which the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Corporation has not been made
whole for any such loss or damage.
2.12A Fund Assets Held in the Sub-Custodian's Direct Paper System. The
Sub-Custodian may deposit and/or maintain securities owned by the
Fund in the Direct Paper System of the Sub-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;
2) The Sub-Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in an account ("Account") of
the Sub-Custodian in the Direct Paper System which shall not include any
assets of the Sub-Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
3) The records of the Sub-Custodian with respect to securities of the Fund
which are maintained in the Direct Paper System shall identify by
book-entry those securities belonging to the Fund;
4) The Sub-Custodian shall pay for securities purchased for the account of the
Fund upon the making of an entry on the records of the Sub-Custodian to
reflect such payment and transfer of securities to the account of the Fund.
The Sub-Custodian shall transfer securities sold for the account of the
Fund upon the making of an entry on the records of the Sub-Custodian to
reflect such transfer and receipt of payment for the account of the Fund;
5) The Sub-Custodian shall furnish the Corporation confirmation of each
transfer to or from the account of the Fund, 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 Corporation copies of daily transaction
sheets reflecting each day's transaction in the Securities System for the
account of the Fund;
6) The Sub-Custodian shall provide the Corporation on behalf of the Fund with
any report on its system of internal accounting control as the Corporation
may reasonably request from time to time.
2.13 Segregated Account. The Sub-Custodian shall upon receipt of
Proper Instructions establish and maintain a segregated account
or accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Sub-Custodian pursuant
to Section 2.12 hereof, (i) in accordance with the provisions of
any agreement relating to the Fund among the Corporation, the
Sub-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 Fund,
(ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold
by the Fund, (iii) for the purposes of compliance by the
Corporation and/or the Fund with the procedures recommended 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, a certified copy of a
resolution of the Board of Directors or of the Executive
Committee signed by an officer of the Corporation 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.
2.14 Ownership Certificates for Tax Purposes. The Sub-Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of securities.
2.15 Proxies. The Sub-Custodian shall, with respect to the 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 Fund or a nominee of the Fund,
all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the
Corporation such proxies, all proxy soliciting materials and all
notices relating to such securities.
2.16 Communications Relating to Fund Securities. Subject to the
provisions of Section 2.3, the Sub-Custodian shall transmit
promptly to the Corporation all written information (including,
without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund
and the maturity of futures contracts purchased or sold by the
Fund) received by the Sub-Custodian from issuers of the
securities being held for the Fund. With respect to tender or
exchange offers, the Sub-Custodian shall transmit promptly to the
Corporation all written information received by the Sub-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 Corporation desires to take action with respect to
any tender offer, exchange offer or any other similar
transaction, the Corporation shall notify the Sub-Custodian at
least three business days prior to the date on which the
Sub-Custodian is to take such action.
3. Duties of the Sub-Custodian with Respect to Property of the Fund
Held Outside of the United States
3.1 Appointment of Foreign Sub-Subcustodians. The Corporation hereby
authorizes and instructs the Sub-Custodian to employ as
sub-subcustodians for the Fund's securities and other assets
maintained outside the United States the foreign banking
institutions and foreign securities depositories designated on
Schedule A hereto ("foreign sub-subcustodians"). Upon receipt of
"Proper Instructions", as defined in Section 5 of this Contract,
together with a certified resolution of the Corporation's Board
of Directors, the Sub-Custodian and the Corporation 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-subcustodian. Upon receipt of Proper Instructions,
the Corporation may instruct the Sub-Custodian to cease the
employment of any one or more such sub-subcustodians for
maintaining custody of the Fund's assets.
3.2 Assets to be Held. The Sub-Custodian shall limit the securities
and other assets maintained in the custody of the foreign
sub-subcustodians to: (a) "foreign securities", as defined in
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act
of 1940, and (b) cash and cash equivalents in such amounts as the
Sub-Custodian or the Corporation may determine to be reasonably
necessary to effect the Fund's foreign securities transactions.
The Sub-Custodian shall identify on its books as belonging to the
Fund, the foreign securities of the Fund held by each foreign
sub-subcustodian.
3.3 Foreign Securities Depositories. Except as may otherwise be
agreed upon in writing by the Sub-Custodian and the Corporation,
assets of the Fund shall be maintained in foreign securities
depositories only through arrangements implemented by the foreign
banking institutions serving as sub-subcustodians 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 Fund's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the
foreign banking institution or its creditors or agent, except a
claim of payment for their safe custody or administration; (b)
beneficial ownership of the Fund's assets 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 the Fund; (d)
officers of or auditors employed by, or other representatives of
the Sub-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 Sub-Custodian; and (e) assets of the Fund held by the
foreign sub-subcustodian will be subject only to the instructions
of the Sub-Custodian or its agents.
3.5 Access of Independent Accountants of the Fund. Upon request of
the Corporation, the Sub-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-subcustodian insofar as
such books and records relate to the performance of such foreign
banking institution under its agreement with the Sub-Custodian.
3.6 Reports by Sub-Custodian. The Sub-Custodian will supply to the
Corporation from time to time, as mutually agreed upon,
statements in respect of the securities and other assets of the
Fund held by foreign sub-subcustodians, including but not limited
to an identification of entities having possession of the Fund'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 Sub-Custodian
on behalf of the Fund indicating, as to securities acquired for
the Fund, 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-subcustodians. (b) Notwithstanding
any provision of this Contract to the contrary, settlement and
payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund 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-subcustodian 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 Corporation agrees to hold any such
nominee harmless from any liability as a holder of record of such
securities.
3.8 Liability of Foreign Sub-Subcustodians. Each agreement pursuant
to which the Sub-Custodian employs a foreign banking institution
as a foreign sub-subcustodian shall require the institution to
exercise reasonable care in the performance of its duties and to
indemnify, and hold harmless, the Sub-Custodian 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 Corporation, it shall be
entitled to be subrogated to the rights of the Sub-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 Corporation an/or the Fund
has not been made whole for any such loss, damage, cost, expense,
liability or claim.
3.9 Liability of Sub-Custodian. The Sub-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-subcustodians
generally in this Contract and, regardless of whether assets are
maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank as
contemplated by paragraph 3.12 hereof, the Sub-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-subcustodian has otherwise exercised reasonable care.
Notwithstanding the foregoing provisions of this paragraph 3.9,
in delegating custody duties to State Street London Ltd., the
Sub-Custodian shall not be relieved of any responsibility to the
Corporation and/or 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 circumstances where the Sub-Custodian and State
Street London Ltd. have exercised reasonable care.
3.10 Reimbursement for Advances. If the Corporation requires the
Sub-Custodian to advance cash or securities for any purpose
including the purchase or sale of foreign exchange or of
contracts for foreign exchange, or in the event that the
Sub-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 Fund shall be security
therefor and should the Fund fail to repay the Sub-Custodian
promptly, the Sub-Custodian shall be entitled to utilize
available cash and to dispose of the Fund assets to the extent
necessary to obtain reimbursement.
3.11 Monitoring Responsibilities. The Sub-Custodian shall furnish
annually to the Corporation, during the month of June,
information concerning the foreign sub-subcustodians employed by
the Sub-Custodian. Such information shall be similar in kind and
scope to that furnished to the Corporation in connection with the
initial approval of this Contract. In addition, the
Sub-Custodian will promptly inform the Corporation in the event
that the Sub-Custodian learns of a material adverse change in the
financial condition of a foreign sub-subcustodian or any material
loss of the assets of the Fund or in the case of any foreign
sub-subcustodian not the subject of an exemptive order from the
Securities and Exchange Commission is notified by such foreign
sub-subcustodian 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 Fund 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-subcustodian shall be
governed by paragraph 1 of this Contract. (b) Cash held for the
Fund in the United Kingdom shall be maintained in an interest
bearing account established for the Fund with the Sub-Custodian's
London branch, which account shall be subject to the direction of
the Sub-Custodian, State Street London Ltd. or both.
3.13 Tax Law. The Sub-Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on the
Fund or the Sub-Custodian as custodian of the Fund by the tax law
of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of the
Corporation to notify the Sub-Custodian of the obligations
imposed on the Fund or the Sub-Custodian as custodian of the Fund
by the tax law of jurisdictions other than those mentioned in the
above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges,
certifications and governmental reporting. The sole
responsibility of the Sub-Custodian with regard to such tax law
shall be to use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund under the tax law of
jurisdictions for which the Corporation has provided such
information.
4. Duties of Sub-Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Sub-Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
Directors of the Corporation to keep the books of account of the Fund
and/or compute the net asset value per share of the outstanding shares
of the Fund or, if directed in writing to do so by the Corporation,
shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Sub-Custodian shall also
calculate daily the net income of the Fund as described in the Fund's
currently effective prospectus and shall advise the Corporation and the
Transfer Agent daily of the total amounts of such net income and, if
instructed in writing by an officer of the Corporation to do so, shall
advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset
value per share and the daily income of the Fund shall be made at the
time or times described from time to time in the Fund's currently
effective prospectus. Additionally, the Sub-Custodian will assist
generally in the preparation of reports to Fund shareholders and others
and perform similar ministerial matters.
5. Proper Instructions.
Proper Instructions as used herein 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 specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if
the Sub-Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the
transaction involved. The Corporation 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 Corporation accompanied by a detailed
description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board of
Directors and the Sub-Custodian are satisfied that such procedures
afford adequate safeguards for each Fund's assets. For purposes of
this Section, Proper Instructions shall include instructions received
by the Sub-Custodian pursuant to any three-party agreement which
requires a segregated asset account in accordance with Section 2.13.
6. Actions Permitted without Express Authority. The Sub-Custodian
may in its discretion, without express authority from the
Corporation prior to receiving a certificate of the Secretary or
an Assistant Secretary containing a contrary direction of the
Board of Directors:
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 charged against and accounted for to the
Corporation;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the
Corporation/Fund, 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 Fund except as otherwise directed by the
Board of Directors of the Corporation.
7. Evidence of Authority.
The Sub-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 Corporation. The Sub-Custodian may
receive and accept a certified copy of a vote of the Board of Directors
of the Corporation 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 Corporation pursuant to the Articles
of Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the
Sub-Custodian of written notice to the contrary.
8. Records
The Sub-Custodian shall create and maintain all records relating
to its activities and obligations under this Contract in such manner as
will meet the obligations of the Corporation under the Investment
Company Act of 1940, with particular attention to Section 31 thereof
and Rules 31a-1 and 31a-2 thereunder, and other applicable federal and
state laws, administrative rules and procedures. All such records
shall be the property of the Corporation and shall at all times during
the regular business hours of the Sub-Custodian be open for inspection
by duly authorized officers, employees or agents of the Corporation and
employees and agents of the Securities and Exchange Commission. The
Sub-Custodian shall, at the Corporation's request, supply the
Corporation with a tabulation of securities owned by the Fund and held
by the Sub-Custodian and shall, when requested to do so by the
Corporation and for such compensation as shall be agreed upon between
the Corporation and the Sub-Custodian, include certificate numbers in
such tabulations.
9. Opinion of Corporation's Independent Accountant
The Sub-Custodian shall take all reasonable action, as the
Corporation may from time to time request, to obtain from year to year
favorable opinions from the Corporation's independent accountants with
respect to its activities hereunder in connection with the preparation
of the Fund's Forms N-1A, and Forms N-SAR or other annual reports to
the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
10. Reports to Corporation by Independent Public Accountants
The Sub-Custodian shall provide the Corporation, at such times as
the Corporation 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 Sub-Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be
required by the Corporation 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 Sub-Custodian
The Sub-Custodian shall be entitled to reasonable compensation
for its services and expenses as Sub-Custodian, as set forth in Exhibit
A , and agreed upon from time to time between the Corporation and the
Sub-Custodian.
12. Responsibility of Sub-Custodian
So long as and to the extent that it is in the exercise of
reasonable care, the Sub-Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title
thereto received by it or delivered by it pursuant to this Contract and
shall be held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Sub-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 Corporation and/or 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 is reasonably
satisfactory to the Corporation (who may be counsel for the
Corporation) on all matters, and shall be without liability for any
action reasonably taken or omitted in good faith pursuant to such
advice.
If the Corporation requires the Sub-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 Sub-Custodian, result in the
Sub-Custodian or its nominee assigned to the Fund being liable for the
payment of money or incurring liability of some other form, the
Corporation, as a prerequisite to requiring the Sub-Custodian to take
such action, shall provide, upon written request from the
Sub-Custodian, indemnity to the Sub-Custodian in an amount and form
satisfactory to it.
If the Corporation requires the Sub-Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities for any purpose
(including but not limited to securities settlements foreign exchange
contracts and assumed settlement) or in the event that the
Sub-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,
willful misconduct or bad faith, any property at any time held for the
account of the Fund involved shall be security therefor and should that
Fund fail to repay the Sub-Custodian promptly, the Sub-Custodian shall
be entitled to utilize available cash and to dispose of assets only of
that Fund 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 sixty (60) days after the
date of such delivery or mailing; provided, however that the
Sub-Custodian shall not act under Section 2.12 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Corporation has approved
the initial use of a particular Securities System for a particular
Fund, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended and that the Sub-Custodian shall not
act under Section 2.12A hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board
of Directors has approved the initial use of the Direct Paper System
for a particular Fund; provided further, however, that the Corporation
shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the
Articles of Incorporation as from time to time in effect, and further
provided, that the Corporation may at any time by action of its Board
of Directors (i) substitute another bank or trust company for the
Sub-Custodian by giving notice as described above to the Sub-Custodian,
or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Sub-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 or upon the Sub-Custodian's no longer being qualified to
act as the Funds' custodian under applicable law.
Upon termination of the Contract, the Corporation shall pay to
the Sub-Custodian such compensation as may be due as of the date of
such termination and shall likewise reimburse the Sub-Custodian for its
costs, expenses and disbursements accrued prior to termination.
14. Successor Sub-Custodian
If a successor sub-custodian shall be appointed by the Board of
Directors of the Corporation, the Sub-Custodian shall, upon
termination, deliver to such successor sub-custodian at the office of
the Sub-Custodian, all securities (duly endorsed and in the form for
transfer), funds and other property then held by it hereunder and all
other instruments and records relative to such securities, funds and
other property, and shall transfer to an account of the successor
sub-custodian all of the Fund's securities held in a Securities System.
If no such successor sub-custodian shall be appointed, the
Sub-Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Board of Directors of the Corporation, deliver at the
office of the Sub-Custodian and transfer such securities, funds and
other properties, and all other instruments and records relative
thereto, in accordance with such vote.
In the event that no written order designating a successor
sub-custodian or certified copy of a vote of the Board of Directors
shall have been delivered to the Sub-Custodian on or before the date
when such termination shall become effective, then the Sub-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 and is
otherwise qualified to act as the Fund's custodian under the Investment
Company Act of 1940 and other applicable law, doing business in Boston,
Massachusetts, of its own selection (upon notification to the
Corporation), 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
Sub-Custodian and all instruments held by the Sub-Custodian relative
thereto and all other property and records held by it under this
Contract and to transfer to an account of such successor sub-custodian
all of the Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the
Sub-Custodian under this Contract.
In the event that securities, funds and other properties remain
in the possession of the Sub-Custodian after the date of termination
hereof owing to failure of the Corporation to procure the certified
copy of the vote referred to or of the Board of Directors to appoint a
successor sub-custodian, the Sub-Custodian shall be entitled to fair
compensation for its services during such period as the Sub-Custodian
retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations
of the Sub-Custodian shall remain in full force and effect.
15. Interpretive and Additional Provisions; Counterparts
In connection with the operation of this Contract, the Custodian,
the Sub-Custodian and the Corporation 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 all parties and shall be
annexed hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state regulations
or any provision of the Articles of Incorporation of the Corporation.
No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Contract. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same Agreement.
16. 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.
17. Prior Contracts
This Contract supersedes and terminates, as of the date hereof,
all prior contracts between the Corporation and the Sub-Custodian
relating to the custody of the Fund's assets.
18. 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 Sub-Custodian
needs the Corporation to indicate whether it authorizes the
Sub-Custodian to provide the Fund's name, address, and share position
to requesting companies whose securities the Fund owns. If the
Corporation tells the Sub-Custodian "no", the Sub-Custodian will not
provide this information to requesting companies. If the Corporation
tells the Sub-Custodian "yes" or does not check either "yes" or "no"
below, the Sub-Custodian is required by the rule to treat the
Corporation as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by
the Corporation. For the Corporation's protection, the Rule prohibits
the requesting company from using the Corporation's/Fund's name and
address for any purpose other than corporate communications. Please
indicate below whether the Corporation consents or objects by checking
one of the alternatives below.
YES [ X ] The Sub-Custodian is authorized to release the Fund's
name, address, and share positions.
NO [ ] The Sub-Custodian is not authorized to release the
Fund's name, address, and share positions.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 30th day
of August, 1994.
ATTEST ▇▇▇▇▇▇▇▇ FUNDS INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
ATTEST ▇▇▇▇▇▇▇▇ & ILSLEY
TRUST COMPANY
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
ATTEST STATE STREET BANK AND
TRUST COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
Schedule A
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors for use as
sub-subcustodians for the Fund's securities and other assets:
Argentina Hong Kong Poland
Australia Hungary Portugal
Austria India Singapore
Belgium Indonesia South Africa
Brazil Ireland Spain
Canada Italy Sweden
Chile Japan Switzerland
China Korea Taiwan
Colombia Malaysia Thailand
Czech Republic Mexico Turkey
Denmark Netherlands United Kingdom
Finland New Zealand United States
France Norway Venezuela
Germany Peru
Greece Philippines
Certified:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fund's Authorized Officer
Date: 8/31/94
EXHIBIT A
STATE STREET BANK
GLOBAL CUSTODY FEE SCHEDULE
Federated Investors
- Bank Proprietary Funds -
I. Global Custody Services
Maintain custody of fund assets. Settle portfolio purchases and
sales. Report buy and sell fails. Determine and collect
portfolio income. Make cash disbursements and report cash
transactions in local and base currency. Withhold foreign
taxes. File foreign tax reclaims. Monitor corporate actions.
Report portfolio positions.
A. Country Grouping
Group A Group B Group C Group D Group E Group F
USA Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia
Bangladesh
Euroclear Hong Kong France PhilippinesBrazil
Germany Netherlands Ireland Portugal Chile
Japan New Zealand Italy South KoreaChina
Singapore Luxemborge Spain Columbia
Switzerland Mexico Sri Lanka Cypress
Norway Sweden Greece
Thailand Taiwan Hungary
U.K. India
Israel
Pakistan
Peru
Turkey
Uruguay
Venezuela
B. Transaction Charges
Group A Group B Group C Group D Group E Group F
State Street Bank $25 $50 $60 $70 $150
Repos or Euros - $7.00
DTC or Fed Book
Entry $9.00
All other - $25.00
C. Holding Charges in Basis Points (Annual Fee)
Group A Group B Group C Group D Group E Group F
1.5 5.0 6.0 10.0 25.0 40.0
D. Wire Charges - $2.70 per wire
E. Out-Of-Pocket Expenses
Telephone
Postage
Armored carrier costs
Legal Fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.