Exhibit (1)(g)
CUSTODIAN AGREEMENT
THIS AGREEMENT, dated as of ______________________, 1999 between ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS, an open-end management investment company
organized under the laws of the State of Delaware and registered with the
Securities and Exchange Commission under the 1940 Act (the FUND) on behalf of
each of the portfolios listed on the attached Appendix "C" as the same may be
amended from time to time (each a PORTFOLIO and collectively the PORTFOLIOS),
and ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO., a limited partnership formed under the laws
of the State of New York (BBH&CO. or the CUSTODIAN),
W I T N E S S E T H:
WHEREAS, the Fund wishes to employ BBH&Co. to act as custodian for the Fund
and to provide related services, all as provided herein, and BBH&Co. is willing
to accept such employment, subject to the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Fund and BBH&Co. hereby agree, as follows:
1. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints BBH&Co. as the Fund's
custodian, and BBH&Co. hereby accepts such appointment. All Investments of the
Fund delivered to the Custodian or its agents or Subcustodians shall be dealt
with as provided in this Agreement. The duties of the Custodian with respect
to the Fund's Investments shall be only as set forth expressly in this Agreement
which duties are generally comprised of safekeeping and various administrative
duties that will be performed in accordance with Instructions and as reasonably
required to effect Instructions.
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2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND. The Fund hereby
represents, warrants and covenants each of the following:
2.1 This Agreement has been, and at the time of delivery of each
Instruction such Instruction will have been, duly authorized, executed
and delivered by the Fund. This Agreement does not violate any
Applicable Law or conflict with or constitute a default under the Fund's
prospectus or other organic document, agreement, judgment, order or
decree to which the Fund is a party or by which it or its Investments
is bound.
2.2 By providing an Instruction with respect to the first acquisition
of an Investment in a jurisdiction other than the United States of America,
the Fund shall be deemed to have confirmed to the Custodian that the Fund
has (a) assessed and accepted all material Country or Sovereign Risks and
accepted responsibility for their occurrence, (b) made all determinations
required to be made by the Fund under the 1940 Act, and (iii) appropriately
and adequately disclosed to its shareholders, all material investment
risks, including those relating to the custody and settlement
infrastructure or the servicing of securities in such jurisdictions.
2.3 The Fund shall safeguard and shall solely be responsible for the
safekeeping of any testkeys, identification codes, passwords, other
security devices or statements of account with which the Custodian provides
it. In furtherance and not limitation of the foregoing, in the event the
Fund utilizes any on-line service offered by the Custodian, the Fund and
the Custodian shall be fully responsible for the security of its respective
connecting terminal, access thereto and the proper and authorized use
thereof and the initiation and application of continuing effective
safeguards in respect thereof.
3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and
warrants that this Agreement has been duly authorized, executed and delivered by
BBH&Co. and does not and will not violate any Applicable Law or conflict with or
constitute a default under BBH&Co.'s limited partnership agreement or any
agreement, instrument, judgment, order or decree to which BBH&Co. is a party or
by which it is bound.
BBH&Co. hereby further warrants to the Fund that as of the date of this
Agreement it is maintaining a sufficient bankers blanket bond and hereby agrees
to notify the Fund in the event its bankers blanket bond is canceled or
otherwise lapses.
4. INSTRUCTIONS. Unless otherwise explicitly indicated herein, the Custodian
shall perform its duties
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pursuant to Instructions. As used herein, the term INSTRUCTION shall mean a
directive initiated by the Fund, acting directly or through its board of
directors, officers or other Authorized Persons, which directive shall conform
to the requirements of this Section 4.
4.1 AUTHORIZED PERSONS. For purposes hereof, an AUTHORIZED PERSON shall
be a person or entity authorized to give Instructions for or on behalf of the
Fund by written notices to the Custodian or otherwise in accordance with
procedures delivered to and acknowledged by the Custodian, including without
limitation the Fund's Investment Adviser or Foreign Custody Manager. The
Custodian may treat any Authorized Person as having full authority of the Fund
to issue Instructions hereunder unless the notice of authorization contains
explicit limitations as to said authority. The Custodian shall be entitled to
rely upon the authority of Authorized Persons until it receives appropriate
written notice from the Fund to the contrary.
4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such
secured or authenticated electro-mechanical means as the Custodian shall make
available to the Fund from time to time unless the Fund shall elect to transmit
such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this
Section.
4.2.1 FUND DESIGNATED SECURED-TRANSMISSION METHOD. Instructions may
be transmitted through a secured or tested electro-mechanical means
identified by the Fund or by an Authorized Person entitled to give
Instruction and acknowledged and accepted by the Custodian; it being
understood that such acknowledgment shall authorize the Custodian to
receive and process instructions received by such means of delivery but
shall not represent a judgment by the Custodian as to the reasonableness or
security of the method determined by the Authorized Person.
4.2.2 WRITTEN INSTRUCTIONS. Instructions may be transmitted in a
writing that bears the manual signature of Authorized Persons.
4.2.3 OTHER FORMS OF INSTRUCTION. Instructions may also be
transmitted by another means determined by the Fund or Authorized Persons
and acknowledged and accepted by the Custodian (subject to the same limits
as to acknowledgements as is contained in Subsection 4.2.1,
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above) including Instructions given orally or by SWIFT, telex or telefax
(whether tested or untested).
When an Instruction is given by means established under this Subsection 4.2, it
shall be the responsibility of the Custodian to use reasonable care to adhere to
any security or other procedures established in writing between the Custodian
and the Authorized Person with respect to such means of Instruction. When an
Instruction is given by means established under Subsections 4.2.1 through 4.2.3,
it shall be the responsibility of such Authorized Person for determining that
the particular means chosen is reasonable under the circumstances. Oral
Instructions shall be binding upon the Custodian only if and when the Custodian
takes action with respect thereto. With respect to telefax instructions, the
parties agree and acknowledge that receipt of legible Instructions cannot be
assured, that the Custodian cannot verify that authorized signatures on telefax
Instructions are original or properly affixed, and that the Custodian shall not
be liable for losses or expenses incurred through actions taken in reliance on
inaccurately stated, illegible or unauthorized telefax Instructions. The
provisions of Section 4A of the Uniform Commercial Code shall apply to funds
transfers performed in accordance with Instructions. In the event that a Fund's
Transfer Services Agreement is executed between the Fund or an Authorized Person
and the Custodian, such an agreement shall comprise a designation of form of a
means of delivering Instructions for purposes of this Section 4.2.
4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS. The Authorized Person shall
be responsible for assuring the adequacy and accuracy of Instructions.
Particularly, upon any acquisition or disposition or other dealing in the
Fund's Investments and upon any delivery and transfer of any Investment or
moneys, the person initiating such Instruction shall give the Custodian an
Instruction with appropriate detail, including, without limitation:
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4.3.1 The transaction date and the date and location of settlement;
4.3.2 The specification of the type of transaction;
4.3.4 A description of the Investments or moneys in question,
including, as appropriate, quantity, price per unit, amount of money to be
received or delivered and currency information. Where an Instruction is
communicated by electronic means, or otherwise where an Instruction
contains an identifying number such as a CUSIP, SEDOL or ISIN number, the
Custodian shall be entitled to rely on such number as controlling
notwithstanding any inconsistency contained in such Instruction,
particularly with respect to Investment description;
4.3.5 The name of the broker or similar entity concerned with
execution of the transaction.
If the Custodian shall determine that an Instruction is either unclear or
incomplete, the Custodian may give prompt notice of such determination to the
Fund, and the Fund shall thereupon amend or otherwise reform such Instruction.
In such event, the Custodian shall have no obligation to take any action in
response to the Instruction initially delivered until the redelivery of an
amended or reformed Instruction.
4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall
take into consideration delays which may occur due to the involvement of a
Subcustodian or agent, differences in time zones, and other factors particular
to a given market, exchange or issuer. When the Custodian has established
specific timing requirements or deadlines with respect to particular classes of
Instruction, or when an Instruction is received by the Custodian at such a time
that it could not reasonably be expected to have acted on such Instruction due
to time zone differences or other factors beyond its reasonable control, the
execution of any Instruction received by the Custodian after such deadline or at
such time (including any modification or revocation of a previous Instruction)
shall be at the risk of the Fund.
5. SAFEKEEPING OF FUND ASSETS. The Custodian shall hold Investments delivered
to it or
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Subcustodians for the Fund in accordance with the provisions of this Section.
The Custodian shall not be responsible for (a) the safekeeping of Investments
not delivered or that are not caused to be issued to it or its Subcustodians; or
(b) pre-existing faults or defects in Investments that are delivered to the
Custodian, or its Subcustodians. The Custodian is hereby authorized to hold
with itself or a Subcustodian, and to record in one or more accounts, all
Investments delivered to and accepted by the Custodian, any Subcustodian or
their respective agents pursuant to an Instruction or in consequence of any
corporate action. The Custodian shall hold Investments for the account of the
Fund and shall segregate Investments from assets belonging to the Custodian and
shall cause its Subcustodians to segregate Investments from assets belonging to
the Subcustodian in an account held for the Fund or in an account maintained by
the Subcustodian generally for non-proprietary assets of the Custodian.
5.1 USE OF SECURITIES DEPOSITORIES. The Custodian may deposit and
maintain Investments in any Securities Depository, either directly or through
one or more Subcustodians appointed by the Custodian. Investments held in a
Securities Depository shall be held (a) subject to the agreement, rules,
statement of terms and conditions or other document or conditions effective
between the Securities Depository and the Custodian or the Subcustodian, as the
case may be, and (b) in an account for the Fund or in bulk segregation in an
account maintained for the non-proprietary assets of the entity holding such
Investments in the Depository. If market practice or the rules and regulations
of the Securities Depository prevent the Custodian, the Subcustodian or (any
agent of either) from holding its client assets in such a separate account, the
Custodian, the Subcustodian or other agent shall as appropriate segregate such
Investments for benefit of the Fund or for benefit of clients of the Custodian
generally on its own books.
5.2 CERTIFICATED ASSETS. Investments which are certificated may be held
in registered or bearer
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form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent
of the Custodian or a Subcustodian; or (c) in an account maintained by the
Custodian, Subcustodian or agent at a Securities Depository; all in accordance
with customary market practice in the jurisdiction in which any Investments are
held.
5.3 REGISTERED ASSETS. Investments which are registered may be registered
in the name of the Custodian, a Subcustodian, or in the name of the Fund or a
nominee for any of the foregoing, and may be held in any manner set forth in
paragraph 5.2 above with or without any identification of fiduciary capacity in
such registration.
5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry
may be so held in an account maintained by the Book-Entry Agent on behalf of the
Custodian, a Subcustodian or another agent of the Custodian, or a Securities
Depository.
5.5 REPLACEMENT OF LOST INVESTMENTS. In the event of a loss of
Investments for which the Custodian is responsible under the terms of this
Agreement, the Custodian shall replace such Investment, or in the event that
such replacement cannot be effected, the Custodian shall pay to the Fund the
fair market value of such Investment based on the last available price as of the
close of business in the relevant market on the date that a claim was first made
to the Custodian with respect to such loss, or, if less, such other amount as
shall be agreed by the parties as the date for settlement.
6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN. The Custodian shall perform the
following administrative duties with respect to Investments of the Fund.
6.1 PURCHASE OF INVESTMENTS. Pursuant to Instruction, Investments
purchased for the account of
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the Fund shall be paid for (a) against delivery thereof to the Custodian or a
Subcustodian, as the case may be, either directly or through a Clearing
Corporation or a Securities Depository (in accordance with the rules of such
Securities Depository or such Clearing Corporation), or (b) otherwise in
accordance with an Instruction, Applicable Law, generally accepted trade
practices, or the terms of the instrument representing such Investment.
6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for
the account of the Fund shall be delivered (a) against payment therefor in cash,
by check or by bank wire transfer, (b) by credit to the account of the Custodian
or the applicable Subcustodian, as the case may be, with a Clearing Corporation
or a Securities Depository (in accordance with the rules of such Securities
Depository or such Clearing Corporation), or (c) otherwise in accordance with an
Instruction, Applicable Law, generally accepted trade practices, or the terms of
the instrument representing such Investment.
6.3 DELIVERY IN CONNECTION WITH BORROWINGS OF THE FUND OR OTHER COLLATERAL
AND MARGIN REQUIREMENTS. Pursuant to Instruction, the Custodian may deliver
Investments or cash of the Fund in connection with borrowings and other
collateral and margin requirements.
6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian
shall become a party to an agreement with the Fund and a futures commission
merchant regarding margin (TRI-PARTY AGREEMENT), the Custodian shall (a) receive
and retain, to the extent the same are provided to the Custodian, confirmations
or other documents evidencing the purchase or sale by the Fund of
exchange-traded futures contracts and commodity options, (b) when required by
such Tri-Party Agreement, deposit and maintain in an account opened pursuant to
such Agreement (MARGIN ACCOUNT), segregated either physically or by book-entry
in a Securities Depository for the benefit of any futures commission merchant,
such Investments as the Fund shall have designated as initial, maintenance or
variation "margin" deposits or other collateral intended to secure the Fund's
performance of its obligations under the terms of any exchange-traded futures
contracts and commodity options; and (c) thereafter pay, release or transfer
Investments into or out of the margin account in accordance with the provisions
of the such Agreement. Alternatively, the Custodian may deliver Investments, in
accordance with an Instruction, to a futures commission merchant for purposes of
margin requirements in accordance with Rule 17f-6 under the 1940
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Act. The Custodian shall in no event be responsible for the acts and omissions
of any futures commission merchant to whom Investments are delivered pursuant to
this Section; for the sufficiency of Investments held in any Margin Account; or,
for the performance of any terms of any exchange-traded futures contracts and
commodity options.
6.5 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time,
the Fund's Investments may include Investments that are not ownership interests
as may be represented by certificate (whether registered or bearer), by entry in
a Securities Depository or by book entry agent, registrar or similar agent for
recording ownership interests in the relevant Investment. If the Fund shall at
any time acquire such Investments, including without limitation deposit
obligations, loan participations, repurchase agreements and derivative
arrangements, the Custodian shall (a) receive and retain, to the extent the same
are provided to the Custodian, confirmations or other documents evidencing the
arrangement; and (b) perform on the Fund's account in accordance with the terms
of the applicable arrangement, but only to the extent directed to do so by
Instruction. The Custodian shall have no responsibility for agreements running
to the Fund as to which it is not a party other than to retain, to the extent
the same are provided to the Custodian, documents or copies of documents
evidencing the arrangement and, in accordance with Instruction, to include such
arrangements in reports made to the Fund.
6.6 EXCHANGE OF SECURITIES. Unless otherwise directed by Instruction,
the Custodian shall: (a) exchange securities held for the account of the Fund
for other securities in connection with any reorganization, recapitalization,
conversion, split-up, change of par value of shares or similar event, and (b)
deposit any such securities in accordance with the terms of any reorganization
or protective plan.
6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction,
the Custodian may surrender securities: (a) in temporary form for definitive
securities; (b) for transfer into the name of an entity allowable under Section
5.3; and (c) for a different number of certificates or instruments representing
the same number of shares or the same principal amount of indebtedness.
6.8 RIGHTS, WARRANTS, ETC. Pursuant to Instruction, the Custodian shall
(a) deliver warrants, puts, calls, rights or similar securities to the issuer or
trustee thereof, or to any agent of such issuer or trustee, for purposes of
exercising such rights or selling such securities, and (b) deposit securities in
response to any
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invitation for the tender thereof.
6.9 MANDATORY CORPORATE ACTIONS. Unless otherwise directed by
Instruction, the Custodian shall: (a) comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions or similar rights of
securities ownership affecting securities held on the Fund's account and
promptly notify the Fund of such action, and (b) collect all stock dividends,
rights and other items of like nature with respect to such securities.
6.10 INCOME COLLECTION. Unless otherwise directed by Instruction, the
Custodian shall collect any amount due and payable to the Fund with respect to
Investments and promptly credit the amount collected to a Principal or Agency
Account; provided, however, that the Custodian shall not be responsible for: (a)
the collection of amounts due and payable with respect to Investments that are
in default, or (b) the collection of cash or share entitlements with respect to
Investments that are not registered in the name of the Custodian or its
Subcustodians. The Custodian is hereby authorized to endorse and deliver any
instrument required to be so endorsed and delivered to effect collection of any
amount due and payable to the Fund with respect to Investments.
6.11 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The
Custodian is hereby authorized to execute on behalf of the Fund ownership
certificates, affidavits or other disclosure required under Applicable Law or
established market practice in connection with the receipt of income, capital
gains or other payments by the Fund with respect to Investments, or in
connection with the sale, purchase or ownership of Investments.
6.12 PROXY MATERIALS. The Custodian shall deliver, or cause to be
delivered, to the Fund proxy forms, notices of meeting, and any other notices
or announcements materially affecting or relating to Investments received by the
Custodian or any nominee.
6.13. TAXES. The Custodian shall, where applicable, assist the Fund in
the reclamation of taxes withheld on dividends and interest payments received by
the Fund. In the performance of its duties with respect to tax withholding and
reclamation, the Custodian shall be entitled to rely on the advice of counsel
and upon information and advice regarding the Fund's tax status that is received
from or on behalf of the Fund without duty of separate inquiry.
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6.14 OTHER DEALINGS. The Custodian shall otherwise act as directed by
Instruction, including without limitation effecting the free payments of moneys
or the free delivery of securities, provided that such Instruction shall
indicate the purpose of such payment or delivery and that the Custodian shall
record the party to whom such payment or delivery is made.
The Custodian shall attend to all nondiscretionary details in connection
with the sale or purchase or other administration of Investments, except as
otherwise directed by an Instruction, and may make payments to itself or others
for minor expenses of administering Investments under this Agreement; provided
that the Fund shall have the right to request an accounting with respect to such
expenses.
In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the
Custodian shall provide to the Fund all material information pertaining to a
corporate action which the Custodian actually receives; provided that the
Custodian shall not be responsible for the completeness or accuracy of such
information. Any advance credit of cash or shares expected to be received as a
result of any corporate action shall be subject to actual collection and may,
when the Custodian deems collection unlikely, be reversed by the Custodian.
The Custodian may at any time or times in its discretion appoint (and may
at any time remove) agents (other than Subcustodians) to carry out some or all
of the administrative provisions of this Agreement (AGENTS), provided, however,
that the appointment of such agent shall not relieve the Custodian of its
administrative obligations under this Agreement.
7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and
conditions set forth in this Section 7, the Fund hereby authorizes the Custodian
to open and maintain, with itself or with Subcustodians, cash accounts in United
States Dollars, in such other currencies as are the currencies of the
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countries in which the Fund maintains Investments or in such other currencies as
the Fund shall from time to time request by Instruction.
7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the
Custodian (PRINCIPAL ACCOUNTS) shall be opened in the name of the Fund. Such
accounts collectively shall be a deposit obligation of the Custodian and shall
be subject to the terms of this Section 7 and the general liability provisions
contained in Section 9. Cash accounts opened on the books of a Subcustodian may
be opened in the name of the Fund or the Custodian or in the name of the
Custodian for its customers generally (AGENCY ACCOUNTS). Such deposits shall be
obligations of the Subcustodian and shall be treated as an Investment of the
Fund. Accordingly, the Custodian shall be responsible for exercising reasonable
care in the administration of such accounts but shall not otherwise be liable
for their repayment in the event such Subcustodian, by reason of its bankruptcy,
insolvency or otherwise, fails to make repayment.
7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian
shall make payments from or deposits to any of said accounts in the course of
carrying out its administrative duties, including but not limited to income
collection with respect to the Fund's Investments, and otherwise in accordance
with Instructions. The Custodian and its Subcustodians shall be required to
credit amounts to the cash accounts only when moneys are actually received in
cleared funds in accordance with banking practice in the country and currency of
deposit. Any credit made to any Principal or Agency Account before actual
receipt of cleared funds shall be provisional and may be reversed by the
Custodian in the event such payment is not actually collected. Unless otherwise
specifically agreed in writing by the Custodian or any Subcustodian, all
deposits shall be payable only at the branch of the Custodian or Subcustodian
where the deposit is made or carried.
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7.3 CURRENCY AND RELATED RISKS. The Fund bears risks of holding or
transacting in any currency. The Custodian shall not be liable for any loss or
damage arising from the applicability of any law or regulation now or hereafter
in effect, or from the occurrence of any event, which may delay or affect the
transferability, convertibility or availability of any currency in the country
(a) in which such Principal or Agency Accounts are maintained or (b) in which
such currency is issued, and in no event shall the Custodian be obligated to
make payment of a deposit denominated in a currency during the period during
which its transferability, convertibility or availability has been affected by
any such law, regulation or event. Without limiting the generality of the
foregoing, neither the Custodian nor any Subcustodian shall be required to repay
any deposit made at a foreign branch of either the Custodian or Subcustodian if
such branch cannot repay the deposit due to a cause for which the Custodian
would not be responsible in accordance with the terms of Section 9 of this
Agreement unless the Custodian or such Subcustodian expressly agrees in writing
to repay the deposit under such circumstances. All currency transactions in any
account opened pursuant to this Agreement are subject to exchange control
regulations of the United States and of the country where such currency is the
lawful currency or where the account is maintained. Any taxes, costs, charges or
fees imposed on the convertibility of a currency held by the Fund shall be for
the account of the Fund.
7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the
terms of this Section, settle foreign exchange transactions (including
contracts, futures, options and options on futures) on behalf and for the
account of the Fund with such currency brokers or banking institutions,
including Subcustodians, as the Fund may direct pursuant to Instructions. The
Custodian may act as principal in any foreign exchange transaction with the
Fund in accordance with Section 7.4.2 of this Agreement. The
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obligations of the Custodian in respect of all foreign exchange transactions
(whether or not the Custodian shall act as principal in such transaction) shall
be contingent on the free, unencumbered transferability of the currency
transacted on the actual settlement date of the transaction.
7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian
shall process foreign exchange transactions (including without
limitation contracts, futures, options, and options on futures),
where any third party acts as principal counterparty to the Fund on
the same basis it performs duties as agent for the Fund with respect
to any other of the Fund's Investments. Accordingly the Custodian
shall only be responsible for delivering or receiving currency on
behalf of the Fund in respect of such contracts pursuant to
Instructions. The Custodian shall not be responsible for the failure
of any counterparty (including any Subcustodian) in such agency
transaction to perform its obligations thereunder. The Custodian (a)
shall transmit cash and Instructions to and from the currency broker
or banking institution with which a foreign exchange contract or
option has been executed pursuant hereto, (b) may make free outgoing
payments of cash in the form of United States Dollars or foreign
currency without receiving confirmation of a foreign exchange contract
or option or confirmation that the countervalue currency completing
the foreign exchange contract has been delivered or received or that
the option has been delivered or received, and (c) shall hold all
confirmations, certificates and other documents and agreements
received by the Custodian and evidencing or relating to such foreign
exchange transactions in safekeeping. The Fund accepts full
responsibility for its use of third-party foreign exchange dealers and
for execution of said foreign exchange contracts and options and
understands that the Fund shall be responsible for any and all costs
and interest charges which may be incurred by the Fund or the
Custodian as a result of the failure or delay of third parties to
deliver foreign exchange.
7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The
Custodian may undertake foreign exchange transactions with the Fund as
principal as the Custodian and the Fund may agree from time to time.
In such event, the foreign exchange transaction will be performed in
accordance with the particular agreement of the parties, or in the
event a principal foreign exchange transaction is initiated by
Instruction in the absence of specific agreement, such transaction
will be performed in accordance with the usual commercial terms of the
Custodian.
7.5 DELAYS. If no event of Force Majeure shall have occurred and be
continuing and in the event that a delay shall have been caused by the
negligence or willful misconduct of the Custodian in carrying out an Instruction
to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with
respect to Principal Accounts, for interest to be calculated at the rate
customarily paid on such deposit and currency by the Custodian on overnight
deposits at the time the delay occurs for the period from the day when the
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transfer should have been effected until the day it is in fact effected; and,
(b) with respect to Agency Accounts, for interest to be calculated at the rate
customarily paid on such deposit and currency by the Subcustodian on overnight
deposits at the time the delay occurs for the period from the day when the
transfer should have been effected until the day it is in fact effected. Except
is set forth in Section 8.3, the Custodian shall not be liable for delays in
carrying out such Instructions to transfer cash which are not due to the
Custodian's own negligence or willful misconduct.
7.6 ADVANCES. If, for any reason in the conduct of its safekeeping duties
pursuant to Section 5 hereof or its administration of the Fund's assets pursuant
to Section 6 hereof, the Custodian or any Subcustodian advances monies to
facilitate settlement or otherwise for benefit of the Fund (whether or not any
Principal or Agency Account shall be overdrawn either during, or at the end of,
any Business Day), the Fund hereby does:
7.6.1 acknowledge that the Fund shall have no right or title to any
Investments purchased with such Advance save a right to receive such
Investments upon: (a) the debit of the Principal or Agency Account; or, (b)
if such debit would produce an overdraft in such account, other
reimbursement of the associated Advance;
7.6.2 grant to the Custodian a security interest in all Investments; and,
7.6.3 agree that the Custodian may secure the resulting Advance by
perfecting a security interest in all Investments under Applicable Law.
Neither the Custodian nor any Subcustodian shall be obligated to advance monies
to the Fund, and in the event that such Advance occurs, any transaction giving
rise to an Advance shall be for the account and risk of the Fund and shall not
be deemed to be a transaction undertaken by the Custodian for its own account
and risk. If such Advance shall have been made by a Subcustodian or any other
person, the Custodian may assign the security interest and any other rights
granted to the Custodian hereunder to such Subcustodian or
15
other person. If the Fund shall fail to repay when due the principal balance of
an Advance and accrued and unpaid interest thereon, the Custodian or its
assignee, as the case may be, shall be entitled to utilize the available cash
balance in any Agency or Principal Account and to dispose of any Property to the
extent necessary to recover payment of all principal of, and interest on, such
Advance in full. The Custodian may assign any rights it has hereunder to a
Subcustodian or third party. Any security interest in Investments taken
hereunder shall be treated as financial assets credited to securities accounts
under Articles 8 and 9 of the Uniform Commercial Code as adopted in New York.
Accordingly, the Custodian shall have the rights and benefits of a secured
creditor that is a securities intermediary under such Articles 8 and 9.
7.7 INTEGRATED ACCOUNT. Subject to Section 16 hereof, for purposes
hereof, deposits maintained in all Principal Accounts (whether or not
denominated in United States Dollars) shall collectively constitute a single and
indivisible current account with respect to the Fund's obligations to the
Custodian, or its assignee, and balances in such Principal Accounts shall be
available for satisfaction of the Fund's obligations under this Section 7. The
Custodian shall further have a right of offset against the balances in any
Agency Account maintained hereunder to the extent that the aggregate of all
Principal Accounts is overdrawn.
8. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Subject to the provisions
hereinafter set forth in this Section 8, the Fund hereby authorizes the
Custodian to utilize Securities Depositories to act on behalf of the Fund and to
appoint from time to time and to utilize Subcustodians. With respect to
securities and funds held by a Subcustodian, either directly or indirectly
(including by a Securities Depository or Clearing Corporation), notwithstanding
any provisions of this Agreement to the contrary, payment for securities
16
purchased and delivery of securities sold may be made prior to receipt of
securities or payment, respectively, and securities or payment may be received
in a form, in accordance with (a) governmental regulations, (b) rules of
Securities Depositories and clearing agencies, (c) generally accepted trade
practice in the applicable local market, (d) the terms and characteristics of
the particular Investment, or (e) the terms of Instructions.
8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may
deposit and/or maintain, either directly or through one or more agents appointed
by the Custodian, Investments of the Fund in any Securities Depository in the
United States, including The Depository Trust Company, The Participants Trust
Company and the Federal Reserve Book-Entry System provided such Depository meets
applicable requirements of the Federal Reserve Bank or of the Securities and
Exchange Commission. With the prior approval of Fund which shall not be
unreasonably withheld, the Custodian may, appoint any bank as defined in
Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under
Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act
on behalf of the Fund as a Subcustodian for purposes of holding Investments of
the Fund in the United States. Such appointment of domestic Subcustodians shall
be subject to approval of the Fund in accordance with Section 8.2.1.
8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may
deposit and/or maintain Investments of the Fund for which the primary market is
outside the United States, and such cash and cash equivalents as are reasonably
necessary, (at the direction of the Fund) to effect the Fund's transactions in
such Investments, in any non-U.S. Securities Depository provided such Securities
Depository meets the requirements of an "eligible foreign custodian" under Rule
17f-5 promulgated under the 1940 Act, or any successor rule or regulation ("Rule
17f-5") or which by order of the Securities and
17
Exchange Commission is exempted therefrom. Additionally, the Custodian may,
at any time and from time to time, appoint (a) any bank, trust company or
other entity meeting the requirements of an eligible foreign custodian under
Rule 17f-5 or which by order of the Securities and Exchange Commission is
exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940
Act meeting the requirements of a custodian under Section 17(f) of the 1940
Act and the rules and regulations thereunder, to act on behalf of the Fund as
a Subcustodian for purposes of holding Investments of the Fund (including
foreign currencies) of the Fund for which the primary market is outside the
United States, and such cash and cash equivalents as are reasonably
necessary, (at the direction of the Fund) to effect the Fund's transactions
in such Investments. Such appointment of foreign Subcustodians shall be
subject to approval of the Fund in accordance with Subsections 8.2.1 and
8.2.2.
8.2.1 BOARD APPROVAL OF SUBCUSTODIANS. Unless and except to the
extent that review of certain matters concerning the appointment of
Subcustodians shall have been delegated to the Custodian pursuant to
Subsection 8.2.2, the Custodian shall, prior to the appointment of any
Subcustodian for purposes of holding Investments of the Fund obtain written
confirmation of the approval of the Board of Trustees of the Fund with
respect to (a) the identity of a Subcustodian, (b) the country or countries
in which, and the Securities Depositories, if any, through which, any
proposed Subcustodian is authorized to hold Investments of the Fund, and
(c) the Subcustodian agreement which shall govern such appointment. Each
such duly approved country, Subcustodian and Securities Depository shall be
listed on Appendix A attached hereto as the same may from time to time be
amended.
8.2.2 DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time to
time, the Custodian may offer to perform, and the Fund may accept such
offer to perform, that the Custodian perform certain reviews of
Subcustodians and of Subcustodian contracts as delegate of the Fund's
Board. In such event, the Custodian's duties and obligations with respect
to this delegated review will be performed in accordance with the terms of
SCHEDULE "1" (Foreign Custody Manager Delegation Agreement) of this
Agreement/the separate delegation agreement between the Fund and the
Custodian.
8.3 RESPONSIBILITY FOR SUBCUSTODIANS. With respect to those Subcustodians
listed on Appendix "A" hereto, the Custodian shall be liable to the Fund for any
loss or damage to the Fund caused by or resulting from the acts omissions of any
Subcustodian to the extent that such acts or omissions would
18
be deemed to be negligence, gross negligence or willful misconduct in accordance
with the terms of the relevant subcustodian agreement under the laws,
circumstances and practices prevailing in the place where the act or omission
occurred. In the countries indicated in Appendix "B" to this Agreement, the
liability of the Custodian shall be subject to the additional condition that the
Custodian actually recovers such loss or damage from the Subcustodian.
8.4 NEW COUNTRIES. The Fund shall be responsible for informing the
Custodian sufficiently in advance of a proposed Investment which is to be held
in a country in which no Subcustodian is authorized to act in order that the
Custodian shall, if it deems appropriate to do so, have sufficient time to
establish a subcustodial arrangement in accordance herewith. In the event,
however, the Custodian is unable to establish such arrangements prior to the
time such Investment is to be acquired, the Custodian is authorized to designate
at its discretion a local safekeeping agent, and the use of such local
safekeeping agent with respect to such Investment shall be at the sole risk of
the Fund, and accordingly the Custodian shall be responsible to the Fund for the
actions of such agent if and only to the extent the Custodian shall have
recovered from such agent for any damages caused the Fund by such agent.
9. RESPONSIBILITY OF THE CUSTODIAN. In performing its duties and obligations
hereunder, the Custodian shall comply with all requirements of applicable law
and shall use reasonable care under the facts and circumstances prevailing in
the market where performance is effected. Subject to the specific provisions of
this Section, the Custodian shall be liable for any direct damage incurred by
the Fund in consequence of the Custodian's negligence, bad faith or willful
misconduct. In no event shall the Custodian be liable hereunder for any
special, indirect, punitive or consequential damages arising out of,
19
pursuant to or in connection with this Agreement even if the Custodian has been
advised of the possibility of such damages. It is agreed that the Custodian
shall have no duty to assess the risks inherent in the Fund's Investments or to
provide investment advice with respect to such Investments and that the Fund as
principal shall bear any risks attendant to particular Investments such as
failure of counterparty or issuer.
9.1 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible
under this Agreement for any failure to perform its duties, and shall not liable
hereunder for any loss or damage in association with such failure to perform,
for or in consequence of the following causes:
9.1.1 FORCE MAJEURE. FORCE MAJEURE shall mean any circumstance or
event which is beyond the reasonable control of the Custodian, a
Subcustodian or any agent of the Custodian or a Subcustodian and which
adversely affects the performance by the Custodian of its obligations
hereunder, by the Subcustodian of its obligations under its Subcustody
Agreement or by any other agent of the Custodian or the Subcustodian,
including any event caused by, arising out of or involving (a) an act of
God, (b) accident, fire, water damage or explosion, (c) any computer,
system or other equipment failure or malfunction caused by any computer
virus or the malfunction or failure of any communications medium, (d) any
interruption of the power supply or other utility service, (e) any strike
or other work stoppage, whether partial or total, (f) any delay or
disruption resulting from or reflecting the occurrence of any Sovereign
Risk, (g) any disruption of, or suspension of trading in, the securities,
commodities or foreign exchange markets, whether or not resulting from or
reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the
transferability of a currency or a currency position on the actual
settlement date of a foreign exchange transaction, whether or not resulting
from or reflecting the occurrence of any Sovereign Risk, or (i) any other
cause similarly beyond the reasonable control of the Custodian.
9.1.2 COUNTRY RISK. COUNTRY RISK shall mean, with respect to the
acquisition, ownership, settlement or custody of Investments in a
jurisdiction, all risks relating to, or arising in consequence of, systemic
and market factors affecting the acquisition, payment for or ownership of
Investments including (a) the prevalence of crime and corruption, (b) the
inaccuracy or unreliability of business and financial information, (c) the
instability or volatility of banking and financial systems, or the absence
or inadequacy of an infrastructure to support such systems, (d) custody and
settlement infrastructure of the market in which such Investments are held
and transactions in such Investment take place, (e) the acts, omissions and
operation of any Securities Depository, (f) the risk of the bankruptcy or
insolvency of banking agents, counterparties to cash and securities
transactions, registrars or transfer agents, and (g) the existence of
market conditions which prevent the orderly execution or settlement of
transactions or which affect the value of assets.
9.1.3 SOVEREIGN RISK. SOVEREIGN RISK shall mean, in respect of any
jurisdiction, including the United States of America, where Investments are
acquired or held hereunder or under a Subcustody Agreement, (a) any act of
war, terrorism, riot, insurrection or civil commotion, (b) the imposition
of any investment, repatriation or exchange control restrictions by any
Governmental Authority, (c) the confiscation, expropriation or
nationalization of any
20
Investment by any Governmental Authority, whether de facto or de jure, (iv)
any devaluation or revaluation of the currency, (d) the imposition of
taxes, levies or other charges affecting Investments, (vi) any change in
the Applicable Law, or (e) any other economic or political risk incurred or
experienced.
9.2. LIMITATIONS ON LIABILITY. The Custodian shall not be liable for any
loss, claim, damage or other liability arising from the following causes:
9.2.1 FAILURE OF THIRD PARTIES. The failure of any third party
including: (a) any issuer of Investments or book-entry or other agent of
any issuer; (b) any counterparty with respect to any Investment, including
any issuer of exchange-traded or other futures, option, derivative or
commodities contract; (c) failure of an Investment Advisor, Foreign Custody
Manager or other agent of the Fund; or (d) failure of other third parties
similarly beyond the control or choice of the Custodian.
9.2.2 INFORMATION SOURCES. The Custodian may rely upon information
received from issuers of Investments or agents of such issuers,
information received from Subcustodians and from other commercially
reasonable sources such as commercial data bases and the like, but shall
not be responsible for specific inaccuracies in such information, provided
that the Custodian has relied upon such information in good faith, or for
the failure of any commercially reasonable information provider.
9.2.3 RELIANCE ON INSTRUCTION. Action by the Custodian or the
Subcustodian in accordance with an Instruction, even when such action
conflicts with, or is contrary to any provision of, the Fund's declaration
of trust or by-laws, Applicable Law, or actions by the trustees, or
shareholders of the Fund.
9.2.4 RESTRICTED SECURITIES. The limitations inherent in the rights,
transferability or similar investment characteristics of a given Investment
of the Fund.
10. INDEMNIFICATION. The Fund hereby indemnifies the Custodian and each
Subcustodian, and their respective agents, nominees and their partners,
employees, officers and directors, and agrees to hold each of them harmless from
and against all claims and liabilities, including counsel fees and taxes,
incurred or assessed against any of them in connection with the performance of
this Agreement and any Instruction, provided that such performance was without
negligence, bad faith or willful misconduct on the part of the Custodian or
Subcustodian. If a Subcustodian or any other person indemnified under the
preceding sentence, gives written notice of claim to the Custodian, the
Custodian shall promptly give written notice to
21
the Fund.
11. REPORTS AND RECORDS. The Custodian shall:
11.1 create and maintain records relating to the performance of
its obligations under this Agreement;
11.2 make available to the Fund, its auditors, agents and
employees, during regular business hours of the Custodian, upon reasonable
request, all records maintained by the Custodian pursuant to Subsection
11.1 above, subject, however, to all reasonable security requirements of
the Custodian then applicable to the records of its custody customers
generally; and
11.3 make available to the Fund all electronic reports; it being
understood that the Custodian shall not be liable hereunder for the
inaccuracy or incompleteness thereof or for errors in any information
included therein.
The Fund shall examine all records, howsoever produced or transmitted,
promptly upon receipt thereof and notify the Custodian promptly of any
discrepancy or error therein. Unless the Fund delivers written notice of any
such discrepancy or error within 60 days after its receipt thereof, such records
shall be deemed to be true and accurate. It is understood that the Custodian
now obtains and will in the future obtain information on the value of assets
from outside sources which may be utilized in certain reports made available to
the Fund. The Custodian deems such sources to be reliable but it is acknowledged
and agreed that the Custodian does not verify nor represent nor warrant as to
the accuracy or completeness of such information and accordingly shall be
without liability in selecting and using such sources and furnishing such
information, provided such sources are selected and information is utilized with
reasonable care.
The books and records pertaining to the Fund and each designated series or
portfolio of the Fund, which are in the possession of the Custodian shall be the
property of the Fund. Such books and records
22
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Custodian shall, send
copies of statements of custodial activity to the Fund and to its recordkeeping
agent. Such statements shall include; statement of cash account(s) including
transfers to and from such account(s), statements regarding receipt and delivery
of securities and statements reflecting month end activity, such statements may
also be available through BBH&Co.'s BIDS system.
The Custodian shall enter into and shall maintain in effect, at no
additional expense to the Fund, with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available. In the event of
equipment failures, the Custodian shall, at no additional expense to the Fund,
take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
12. MISCELLANEOUS.
12.1 PROXIES, ETC. The Fund will promptly execute and deliver, upon
request, such proxies, powers of attorney or other instruments as may be
reasonably necessary or desirable for the Custodian to provide, or to cause any
Subcustodian to provide, custody services to the Fund hereunder.
12.2 ENTIRE AGREEMENT. Except as specifically provided herein, this
Agreement constitutes the entire agreement between the Fund and the Custodian
with respect to the subject matter hereof. Accordingly, this Agreement
supersedes any custody agreement or other oral or written agreements heretofore
in effect between the Fund and the Custodian with respect to the custody of the
Fund's Investments.
12.3 WAIVER AND AMENDMENT. No provision of this Agreement may be
waived,
23
amended or modified, and no addendum to this Agreement shall be or become
effective, or be waived, amended or modified, except by an instrument in writing
executed by the party against which enforcement of such waiver, amendment or
modification is sought; provided, however, that an Instruction, whether or not
such Instruction shall constitute a waiver, amendment or modification for
purposes hereof, shall be deemed to have been accepted by the Custodian when it
commences actions pursuant thereto or in accordance therewith.
12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE LAWS OF CONFLICTS OF LAW OF SUCH STATE. THE
PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN NEW YORK CITY IN THE
BOROUGH OF MANHATTAN WITH RESPECT TO MATTERS RESULTING FROM THIS AGREEMENT.
12.5 NOTICES. Notices and other writings contemplated by this
Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first
class registered or certified mail, postage prepaid, return receipt requested,
(c) by a nationally recognized overnight courier or (d) by facsimile
transmission, provided that any notice or other writing sent by facsimile
transmission shall also be mailed, postage prepaid, to the party to whom such
notice is addressed. All such notices shall be addressed, as follows:
If to the Fund:
Attn: Global Operations
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Institutional Funds
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
24
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to the Custodian:
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Manager, Securities Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇,
or such other address as the Fund or the Custodian may from time to time
designate in writing to the other.
12.6 HEADINGS. Paragraph headings included herein are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof.
12.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
the Fund and the Custodian.
12.8 CONFIDENTIALITY. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering or obtaining services pursuant
to this Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party without the prior consent of such
providing party. The foregoing shall not be applicable to any information that
is publicly available when provided or thereafter becomes publicly available
other than through a breach of
25
this Agreement, or that is required to be disclosed by or to any bank examiner
of the Custodian or any Subcustodian, any regulatory authority, any auditor of
the parties hereto, or by judicial or administrative process or otherwise by
Applicable Law.
13. DEFINITIONS. For the purpose of this Agreement, the following defined
terms will have the respective meanings set forth below.
13.1 ADVANCE shall mean any extension of credit by or through the
Custodian or by or through any Subcustodian and shall include amounts paid to
third parties for account of the Fund or in discharge of any expense, tax or
other item payable by the Fund.
13.2 AGENCY ACCOUNT shall mean any deposit account opened on the books of
a Subcustodian or other banking institution in accordance with Section 7.1.
13.3 AGENT shall have the meaning set forth in the last system of Section
6.
13.4 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a)
laws, statutes, treaties, regulations, guidelines (or their equivalents); (b)
orders, interpretations licenses and permits; and (c) judgments, decrees,
injunctions writs, orders and similar actions by a court of competent
jurisdiction; compliance with which is required or customarily observed in such
jurisdiction.
13.5 AUTHORIZED PERSON shall mean any person or entity authorized to give
Instructions on behalf of the Fund in accordance with Section 4.1.
13.6 BOOK-ENTRY AGENT shall mean an entity acting as agent for the issuer
of Investments for purposes of recording ownership or similar entitlement to
Investments, including without limitation a transfer agent or registrar.
13.7 CLEARING CORPORATION shall mean any entity or system established for
purposes of providing securities settlement and movement and associated
functions for a given market.
13.8 DELEGATION AGREEMENT shall mean any separate agreement entered into
between the Custodian and the Fund or its authorized representative with respect
to certain matters concerning the appointment and administration of
Subcustodians delegated to the Custodian pursuant to Rule 17f-5.
13.9 FOREIGN CUSTODY MANAGER shall mean the Fund's foreign custody
manager appointed pursuant to Rule 17f-5.
13.10 FUNDS TRANSFER SERVICES AGREEMENT shall mean any separate agreement
entered into between the Custodian and the Fund or its authorized representative
with respect to certain matters concerning the processing of payment orders from
Principal Accounts of the Fund.
13.11 INSTRUCTION(S) shall have the meaning assigned in Section 4.
26
13.12 INVESTMENT ADVISOR shall mean any person or entity who is an
Authorized Person to give Instructions with respect to the investment and
reinvestment of the Fund's Investments.
13.13 INVESTMENTS shall mean any investment asset of the Fund, including
without limitation securities, bonds, notes, and debentures as well as
receivables, derivatives, contractual rights or entitlements and other
intangible assets.
13.14 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4
hereof.
13.15 PRINCIPAL ACCOUNT shall mean deposit accounts of the Fund carried
on the books of BBH&Co. as principal in accordance with Section 7.
13.16 SAFEKEEPING ACCOUNT shall mean an account established on the books
of the Custodian or any Subcustodian for purposes of segregating the interests
of the Fund (or clients of the Custodian or Subcustodian) from the assets of the
Custodian or any Subcustodian.
13.17 SECURITIES DEPOSITORY shall mean a central or book entry system or
agency established under Applicable Law for purposes of recording the ownership
and/or entitlement to investment securities for a given market.
13.18 SUBCUSTODIAN shall mean each foreign bank appointed by the Custodian
pursuant to Section 8, but shall not include Securities Depositories.
13.19 TRI-PARTY AGREEMENT shall have the meaning set forth in Section 6.4
hereof.
13.20 1940 ACT shall mean the Investment Company Act of 1940, as amended.
14. COMPENSATION. The Fund agrees to pay to the Custodian (a) a fee in an
amount set forth in the fee letter between the Fund and the Custodian in effect
on the date hereof or as amended from time to time, and (b) all reasonable
out-of-pocket expenses incurred by the Custodian, including the fees and
expenses of all Subcustodians, and payable from time to time. Amounts payable
by the Fund under and pursuant to this Section 14 shall be payable by wire
transfer to the Custodian at BBH&Co. in New York, New York.
15. TERMINATION. This Agreement may be terminated by either party in
accordance with the provisions of this Section. The provisions of this
Agreement and any other rights or obligations incurred or accrued by any party
hereto prior to termination of this Agreement shall survive any termination of
this Agreement.
27
15.1 NOTICE AND EFFECT. This Agreement may be terminated by either
party by written notice effective no sooner than seventy-five days
following the date that notice to such effect shall be delivered to other
party at its address set forth in paragraph 12.5 hereof.
15.2 SUCCESSOR CUSTODIAN. In the event of the appointment of a
successor custodian, it is agreed that the Investments of the Fund held by
the Custodian or any Subcustodian shall be delivered to the successor
custodian in accordance with reasonable Instructions. The Custodian agrees
to cooperate with the Fund in the execution of documents and performance of
other actions necessary or desirable in order to facilitate the succession
of the new custodian. If no successor custodian shall be appointed, the
Custodian shall in like manner transfer the Fund's Investments in
accordance with Instructions.
15.3 DELAYED SUCCESSION. If no Instruction has been given as of the
effective date of termination, Custodian may at any time on or after such
termination date and upon ten days written notice to the Fund either (a)
deliver the Investments of the Fund held hereunder to the Fund at the
address designated for receipt of notices hereunder; or (b) deliver any
investments held hereunder to a bank or trust company having a
capitalization of $2 million United States Dollars or equivalent and
operating under the Applicable law of the jurisdiction where such
Investments are located and qualified to act as a Custodian or Subcustodian
of the Funds' Investments under the 1940 Act, such delivery to be at the
risk of the Fund. In the event that Investments or moneys of the Fund
remain in the custody of the Custodian or its Subcustodians after the date
of termination owing to the failure of the Fund to issue Instructions with
respect to their disposition or owing to the fact that such disposition
could not be accomplished in accordance with such Instructions despite
diligent efforts of the Custodian, the Custodian shall be entitled to
compensation for its services with respect to such Investments and moneys
during such period as the Custodian or its Subcustodians retain possession
of such items and the provisions of this Agreement shall remain in full
force and effect until disposition in accordance with this Section is
accomplished.
16. LIMITATIONS ON LIABILITY. Pursuant to the Fund's Declaration of Trust, no
trustee, officer, employee or agent of the Fund shall be subject to any personal
liability whatsoever, in his or her official or individual capacity, to any
person, including the Custodian or any Subcustodian, other than to the Fund or
its shareholders, in connection with Fund property or the affairs of the Fund,
save only that arising from his or her bad faith, willful misfeasance, gross
negligence or reckless disregard of his or her duty to such person; and all
persons shall look solely to the Fund property for satisfaction of claims of any
nature against a trustee, officer, employee or agent of the Fund arising in
connection with the affairs of the Fund. Moreover, notwithstanding any other
provision of this Agreement to the contrary, the debts, liabilities,
28
obligations and expenses incurred, contracted for or otherwise existing with
respect to a designated series or Portfolio of the Fund shall be enforceable
against the assets and property of such series or Portfolio only, and not
against the assets and property of any other series or Portfolio.
29
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed as of the date first above written.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS
on behalf of each of the portfolios listed on the attached Appendix "C"
By:
-------------------------------
By: ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
By:
-------------------------------
30
Exhibit (1)(g)
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. - GLOBAL CUSTODY NETWORK
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
ARGENTINA BANKBOSTON, N.A., BUENOS AIRES Caja de Valores
CRYL
The First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
Amendment 7/29/96
AUSTRALIA NATIONAL AUSTRALIA BANK LTD., MELBOURNE Austraclear Ltd.
CHESS
National Australia Bank Agt. 5/1/85 Reserve Bank of Australia
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
AUSTRIA BANK AUSTRIA AG OeKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BAHRAIN BRITISH BANK OF THE MIDDLE EAST, BAHRAIN FOR HONGKONG & None
SHANGHAI BANKING CORP. LTD.
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
BBME Supplement 5/14/96
Side Letter Agreement dated 7/28/97
BANGLADESH STANDARD CHARTERED BANK, DHAKA None
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix 4/8/96
BELGIUM BANQUE BRUXELLES ▇▇▇▇▇▇▇ CIK
National Bank of Belgium
Banque Bruxelles ▇▇▇▇▇▇▇ Agt. 11/15/90
Omnibus Amendment 3/1/94
BERMUDA THE BANK OF N.T. ▇▇▇▇▇▇▇▇▇▇▇ & SON LTD., BERMUDA None
The Bank of N.T. ▇▇▇▇▇▇▇▇▇▇▇ & Son Ltd.
Agreement 5/27/97
BOLIVIA CITIBANK, N.A., LA PAZ, BOLIVIA BCB
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.*** BBV
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank N.A. Appointment Letter 4/13/98
BOTSWANA STANBIC BANK BOTSWANA LIMITED FOR STANDARD BANK OF None
SOUTH AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 9/29/97
PAGE 1 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
BRAZIL BANKBOSTON, N.A., SAO PAULO BOVESPA
CLC
The First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
Amendment 7/29/96
BULGARIA ING BANK, N.V., BULGARIA CDAD
BNB
ING Bank N.V. Agreement 9/15/97
CANADA ROYAL BANK OF CANADA Bank of Canada
CDS
The Royal Bank of Canada Agreement 2/23/96
CHILE CITIBANK, N.A., ▇▇▇▇▇▇▇▇ DCV
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix 4/8/96
CHINA STANDARD CHARTERED BANK, SHENZHEN SSCC
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix 4/8/96
COLOMBIA CITITRUST COLOMBIA, S.A. SOCIEDAD FIDUCIARIA FOR
CITIBANK, N.A. DCV
Citibank, N.A., New York Agt. 7/16/81 Deceval
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, N.A./Cititrust Colombia Agreement 12/2/91
Citibank, N.A. Subsidiary Amendment 10/19/95
COSTA RICA BANCO BCT S.A. CEVAL
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
Master Subcustodian Agreement 8/10/98
CROATIA BANK AUSTRIA CREDITANSTALT CROATIA DD FOR BANK AUSTRIA SDA
AG
Creditanstalt AG / Bank Austria Creditanstalt
Croatia d.d. Agt. 9/1/98
CYPRUS CYPRUS POPULAR BANK LTD. None
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
Cyprus Popular Bank Ltd. Agt. 2/18/98
CZECH REPUBLIC CITIBANK A.S. FOR CITIBANK N.A. SCP
Czech National Bank
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank N.A. / Citibank A.S. Agreement 6/24/96
DENMARK DEN DANSKE BANK VP
Den Danske Bank Agreement 1/1/89
Omnibus Amendment 12/1/93
PAGE 2 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
ECUADOR CITIBANK, N.A., QUITO Decevale
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, Quito Side Letter 7/3/95
EGYPT CITIBANK, N.A., CAIRO MCSD
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
ESTONIA HANSABANK, TALLIN FOR ▇▇▇▇▇▇ BANK ECDSL
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
▇▇▇▇▇▇ Bank Agreement 12/1/97
FINLAND ▇▇▇▇▇▇ BANK FCSD
Union Bank of Finland Agreement 2/27/89
Omnibus Amendment 4/6/94
FRANCE CREDIT AGRICOLE INDOSUEZ SICOVAM
Banque de France
Banque Indosuez Agreement 7/19/90
Omnibus Amendment 3/10/94
GERMANY DRESDNER BANK DBC
Dresdner Bank Agreement ▇▇/▇/▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇) LIMITED FOR STANDARD BANK OF None
SOUTH AFRICA
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 9/29/97
GREECE CITIBANK, N.A., ATHENS Apothetirion Titlon A.E.
Bank of Greece
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
HONG KONG STANDARD CHARTERED BANK, HONG KONG HKSCC
CMU
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix 4/8/96
HUNGARY CITIBANK BUDAPEST RT. FOR CITIBANK, N.A. KELER Ltd.
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, N.A. Subsidiary Amendment 10/19/95
Citibank, N.A. / Citibank Budapest Agreement 6/23/92
Citibank, N.A. / Citibank Budapest Amendment 9/29/92
INDIA DEUTSCHE BANK, MUMBAI NSDL
Deutsche Bank Agreement 2/19/96
PAGE 3 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
INDONESIA CITIBANK, N.A., JAKARTA None
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
IRELAND ALLIED IRISH BANKS PLC CrestCo.
Gilt Settlement Office
Allied Irish Banks Agreement 1/10/89
Omnibus Amendment 4/8/94
ISRAEL BANK HAPOALIM ▇.▇. ▇▇▇▇ Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ITALY BANCA COMMERCIALE ITALIANA Monte Titoli
Banca D'Italia
Banca Commerciale Italiana Agreement 5/8/89
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
IVORY COAST SOCIETE GENERALE DE BANQUES EN COTE D'IVOIRE FOR SOCIETE DCBR
GENERALE
Societe General Agreement 10/6/98
JAPAN SUMITOMO BANK, LIMITED JASDEC
Bank of Japan
Sumitomo Bank Limited Agreement ▇/▇▇/▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ PLC Agreement 4/5/95
JORDAN BRITISH BANK OF THE MIDDLE EAST, JORDAN FOR HONGKONG & None
SHANGHAI BANKING CORP.
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
BBME Supplement 5/14/96
Side letter Agreement dated 7/28/97
KENYA STANBIC BANK KENYA LIMITED FOR STANDARD BANK OF SOUTH None
AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 9/29/97
KOREA CITIBANK, N.A., SEOUL KSD
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, Seoul Agreement Supplement 10/28/94
LATVIA SOCIETE GENERALE, RIGA BRANCH Bank of Latvia
LCD
Societe Generale, Riga Branch Agreement 5/12/98
PAGE 4 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
LEBANON BRITISH BANK OF THE MIDDLE EAST, LEBANON FOR HONGKONG & Midclear
SHANGHAI BANKING CORP.
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
BBME Supplement 5/14/96
Side letter Agreement dated 7/28/97
LITHUANIA VILNIAUS BANKAS, VILNIUS FOR ▇▇▇▇▇▇ BANK CSDL
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
▇▇▇▇▇▇ Bank Agreement ▇▇/▇/▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cedel
Kredietbank Luxembourg Agt. 4/7/98
MALAYSIA HONGKONG BANK MALAYSIA BERHAD FOR HONGKONG SHANGHAI Bank Negara Malaysia
BANKING CORP. MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
Malaysia Subsidiary Supplement 5/23/94
Side letter Agreement dated 7/28/97
MAURITIUS HONGKONG & SHANGHAI BANKING CORP. LTD., MAURITIUS CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
MEXICO BANCO SANTANDER DE NEGOCIOS MEXICO, S.A. FOR BANCO Indeval
SANTANDER Banco de Mexico
Banco Santander Agreement 12/14/88
Banco Santander Agreement 12/14/88
Subsidiary Amendment 10/18/96
MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR MAROCLEAR
BMCE Agreement 7/6/94
MOROCCO CITIBANK MAGHREB, CASABLANCA MAROCLEAR
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Side Letter Agreement Pending
NAMIBIA STANDARD BANK NAMIBIA FOR STANDARD BANK OF SOUTH None
AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 10/3/96
NETHERLANDS ABN-AMRO BANK NECIGEF
ABN-AMRO Agreement 12/19/88
NEW ZEALAND NATIONAL AUSTRALIA BANK LTD., AUCKLAND NZCSD
National Australia Bank Agt. 5/1/85
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
New Zealand Addendum 3/7/89
PAGE 5 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
NIGERIA STANBIC MERCHANT BANK NIGERIA LIMITED FOR STANDARD BANK None
OF SOUTH AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment Pending
NORWAY DEN NORSKE BANK VPS
Den norske Bank Agreement 11/16/94
OMAN BRITISH BANK OF THE MIDDLE EAST, OMAN FOR HONGKONG & Muscat Depository &
SHANGHAI BANKING CORP. LTD. Securities & Registration
Co.
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
BBME Supplement 5/14/96
Side letter Agreement dated 7/28/97
PAKISTAN STANDARD CHARTERED BANK, KARACHI CDC
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix ▇/▇/▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ Latinclear
***REQUIRES ADDITIONAL DOCUMENTATION PRIOR TO
INVESTMENT.***
The First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
Amendment 7/29/96
Panama Amendment 10/17/96
PERU CITIBANK N.A., LIMA CAVALI
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
PHILIPPINES CITIBANK, N.A., MANILA PCD
▇▇▇▇
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
POLAND CITIBANK (POLAND), S.A. FOR CITIBANK, N.A. NDS
National Bank of Poland
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank Subsidiary Amendment 10/30/95
Citibank, N.A. / Citibank Poland S.A. Agt. 11/6/92
PORTUGAL BANCO COMERCIAL PORTUGUES CVM
Banco Comercial Portugues 5/18/98
ROMANIA ING BANK N.V., ROMANIA SNCDD
BSE
ING Bank N.V. Agreement 9/29/97 NBR
RUSSIA BANK CREDIT SUISSE FIRST BOSTON AO FOR CREDIT
SUISSE, ZURICH VTB
***REQUIRES SIGNED AMENDMENT TO THE CUSTODIAN AGREEMENT
PRIOR TO INVESTMENT.***
Credit Suisse, Zurich Agreement 4/30/96
PAGE 6 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
RUSSIA CITIBANK T/O FOR CITIBANK, N.A. VTB
***REQUIRES SIGNED AMENDMENT TO THE CUSTODIAN AGREEMENT
PRIOR TO INVESTMENT.*** NDC
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, N.A. Subsidiary Amendment 10/19/95
Citibank N.A. / Citibank T/O Agt. 6/16/97
Side Letter Agt. 8/18/97
SINGAPORE STANDARD CHARTERED BANK, SINGAPORE CDP
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
▇▇▇▇▇▇▇▇ ▇/▇/▇▇
▇▇▇▇▇▇▇▇ ING BANK N.V., BRATISLAVA SCP
National Bank of Slovakia
ING Bank N.V. Agreement 9/1/98
SLOVENIA BANKA CREDITANSTALT D.D., LJUBLJANA KDD
Master Subcustodian Agreement 4/17/98
Amendment dated 4/17/98
Amendment dated ▇▇/▇▇/▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CD
Standard Bank of South Africa Agreement 3/11/94
SPAIN BANCO SANTANDER SCLV
Banco de Espana
Banco Santander Agreement 12/14/88
SRI LANKA HONGKONG & SHANGHAI BANKING CORP. LTD., COLOMBO CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
SWAZILAND STANBIC BANK SWAZILAND LIMITED FOR STANDARD BANK OF None
SOUTH AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 9/29/97
SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC
Skandinaviska Enskilden Banken Agreement 2/20/89
Omnibus Amendment 12/3/93
SWITZERLAND UBS AG SEGA
Union Bank of Switzerland Agreement 12/20/88
Omnibus Amendment 11/29/94
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
Omnibus Amendment 6/13/94
Appendix 4/8/96
PAGE 7 OF 9
COUNTRY SUBCUSTODIAN DEPOSITORIES
------- ------------ ------------
THAILAND HONGKONG & SHANGHAI BANKING CORP. LTD., BANGKOK TSDC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
TRANSNATIONAL ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. Cedel
Euroclear
TURKEY CITIBANK, N.A., ISTANBUL Takasbank
Central Bank of Turkey
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
UKRAINE ING BANK UKRAINE None
ING Bank Agreement 8/21/98
UNITED KINGDOM RBS TRUST BANK LTD. CGO
CMO
RBS Trust Bank Ltd. Agreement 4/24/98 CrestCo.
URUGUAY BANKBOSTON, N.A., MONTEVIDEO None
The First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
Amendment 7/29/96
VENEZUELA CITIBANK, N.A., CARACAS CVV
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
ZAMBIA STANBIC BANK ZAMBIA LTD. FOR STANDARD BANK OF SOUTH ▇▇▇▇ Central Shares
AFRICA Depository Ltd.
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 10/3/96
ZIMBABWE STANBIC BANK ZIMBABWE LTD. FOR STANDARD BANK OF SOUTH None
AFRICA
Standard Bank of South Africa Agreement 3/11/94
Subsidiary Amendment 10/3/96
PAGE 8 OF 9
NOTES:
1.) THE DEPOSITORIES IN CHILE, COLOMBIA (DECEVAL), COSTA RICA, PANAMA AND
VENEZUELA ARE PRESENTLY ELECTIVE. IT IS NOT THE CURRENT INTENTION OF ▇▇▇▇▇
BROTHERS ▇▇▇▇▇▇▇▇ && CO. TO USE SUCH DEPOSITORIES UNLESS THEIR USE BECOMES
COMPULSORY. EUROCLEAR IS COMPULSORY FOR FIXED INCOME OBLIGATIONS AND
ELECTIVE FOR EQUITIES. CURRENTLY, ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. USES
EUROCLEAR FOR SETTLEMENT OF EQUITIES WHERE WE ARE INSTRUCTED TO DO SO. WE
DO NOT USE EUROCLEAR FOR THE ONGOING SAFEKEEPING OF EQUITIES.
2.) IF YOU ARE AUTHORIZING INVESTMENT IN COSTA RICA, CYPRUS, ESTONIA,
GHANA, LITHUANIA, MOROCCO, OR NIGERIA, THESE ARRANGEMENTS ARE THE SUBJECT
OF ADDITIONAL INFORMATION IN SCHEDULE A TO THE FCM REPORT..
I HEREBY CERTIFY THAT AT ITS MEETING ON _____________________ THE BOARD APPROVED
THE COUNTRIES AND CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX
_________________________________
SIGNATURE
NAME:
TITLE:
DATE:
PAGE 9 OF 9
APPENDIX "C"
TO
THE CUSTODIAN AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS
AND
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
DATED AS OF _____________________,1999
THE FOLLOWING IS A LIST OF FUNDS FOR WHICH THE CUSTODIAN SHALL SERVE UNDER A
CUSTODIAN AGREEMENT DATED AS OF _______________________ TO PROVIDE CUSTODIAL
SERVICES TO THE FUNDS. (THE "AGREEMENT"):
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Worldwide Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Growth & Income Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Technology Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ International Core Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ International Small Cap Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Emerging Countries Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pacific Rim Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Latin America Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greater China Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Large Cap Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Mini Cap Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Convertible Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Short-Intermediate Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ High Quality Bond Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ High Yield Bond Fund
31
IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAVE CAUSED THIS APPENDIX TO BE
EXECUTED IN ITS NAME AND ON BEHALF OF EACH SUCH FUND.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS
ON BEHALF OF EACH FUND
LISTED ABOVE ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
BY: BY:
---------------------------- ---------------------------------
NAME: NAME:
TITLE:
32