CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of January 1, 2006 by and among each
management investment company registered under the 1940 Act (as defined below)
identified on Exhibit A hereto (each a "Fund" and collectively the "Funds") on
behalf of each of its series or portfolios identified on Exhibit A (each a
"Portfolio" and collectively the "Portfolios") (together with each other Fund
and Portfolio thereof made subject to this Agreement in accordance with Section
13(c) below, and State Street Bank and Trust Company, a Massachusetts trust
company (the "Custodian").
WHEREAS, the Custodian is a bank having at least the minimum
qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian
of the portfolio securities and other assets of investment companies; and
WHEREAS, each of the Funds on behalf of each of its Portfolios wishes
to retain the Custodian to act as custodian of its portfolio securities and
other assets, and the Custodian has indicated its willingness to so act;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. DEFINITIONS. As used in this Agreement:
"Authorized Person" means any of the persons duly authorized by the
applicable Fund Board to give Proper Instructions on behalf of the Fund or its
Portfolios as set forth in a certificate along with any limitations on such
Persons' scope of authority, such certificate to be executed by the Secretary or
Assistant Secretary of the applicable Fund, as the same may be revised from time
to time.
"Board" means the Board of Trustees or Directors of the applicable
Fund.
"CEA" means the Commodities Exchange Act, as amended, and "CFTC" means
the Commodity Futures Trading Commission.
"Domestic Securities" means securities and other Financial Assets or
instruments and other investments of a Portfolio to be held in places within the
United States.
"Federal Securities Laws" has the meaning set forth in Section (e)(1)
of Rule 38a-1 promulgated under the 1940 Act.
"Financial Assets" has the meaning set forth in the Uniform Commercial
Code.
"Foreign Assets" means any of the Portfolios' investments (including
foreign currencies) for which the primary market is outside the United States
and such cash and cash equivalents as are reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in Section (a)(3)
of Rule 17f-5 promulgated under the 1940 Act.
"Foreign Securities" means securities and other Financial Assets of a
Portfolio for which the primary market is outside the United States.
2
"Foreign Securities Depository" means a foreign securities clearing
system qualifying as an Eligible Securities Depository (as defined in Section
(b)(1) of Rule 17f-7 under the ▇▇▇▇ ▇▇▇) that is listed on Schedule B annexed
hereto, as amended from time to time pursuant to Section 4.5 hereof.
"Foreign Sub-Custodian" means a foreign banking institution qualifying
as an Eligible Foreign Custodian (as defined in Section (a)(1) of Rule 17f-5
promulgated under the ▇▇▇▇ ▇▇▇) that has been selected by the Custodian and is
listed on Schedule A annexed hereto, as amended from time to time pursuant to
Section 4.2 hereof.
"Governing Documents" means, with respect to each of the Portfolios,
(i) the declaration of trust or other constituting document of the Fund of which
the Portfolio is a series or portfolio, (ii) the currently effective prospectus
under the 1933 Act, (ii) the most recent statement of additional information,
and (iii) a certified copy of the Board approving the engagement of the
Custodian to act as custodian of the securities and other assets of its
Portfolio(s).
"NASD" means The National Association of Securities Dealers, Inc.
----
"1940 Act" means the Investment Company Act of 1940, as amended.
---- ---
"Proper Instructions" means written instructions given by an Authorized
Person to the Custodian in such form and manner as the Custodian and the Funds
shall agree upon from time to time, including communications effected directly
between protected electro-mechanical or electronic devices, in each case in
accordance with such testing and authentication procedures as may be agreed to
from time to time by the Custodian and the Funds ("Written Instructions") and,
subject to any limitations in scope of authority, may be oral instructions
("Oral Instructions") received by the Custodian in such manner and with such
testing and authentication procedures as the Custodian and the Funds shall agree
upon from time to time, from a person reasonably believed by the Custodian to be
an Authorized Person. It being understood that the Funds must follow security
procedures, including but not limited to, those selected by the Fund via the
form of Funds Transfer Addendum to this Agreement. "Special Instructions" shall
be Written Instructions accompanied by a copy of a resolution by the appropriate
Board authorizing the action, or, if so approved by the Board, Written
Instructions given by two Authorized Persons with authority to give such Special
Instructions.
"Repo Custodian" means a custodian appointed by a Fund for the purpose
of engaging in repurchase agreement transactions.
"SEC" means the Securities and Exchange Commission.
"Shares" mean the shares of beneficial interest of any Portfolio.
"Transfer Agent" means, with respect to each Fund, the transfer agent
appointed by its Board.
"Underlying Fund Shares" means uncertificated shares of registered
"investment companies" (as defined in Section 3(a)(1) of the 1940 Act), whether
in the same "group of investment companies" (as defined in Section
12(d)(1)(G)(ii)of the ▇▇▇▇ ▇▇▇) or otherwise excluded from the restrictions
imposed by Section 12(d)(1), including pursuant to Section 12(d)(1)(E) and (F),
of the 1940 Act.
"Underlying Transfer Agent" means the transfer agent with respect to
Underlying Fund Shares.
3
"U.S. Clearing System" means a clearing agency located in the United
States which is registered with the SEC as a clearing agency under Section 17A
of the 1934 Act or a book-entry system authorized by the U.S. Department of the
Treasury.
2. APPOINTMENT OF CUSTODIAN; GENERAL DUTIES.
2.1. Appointment.
(a) Each of the Funds hereby appoints the Custodian as the custodian of
the securities and other assets of each of its Portfolios, including Domestic
Securities and Foreign Securities.
(b) Each of the Funds has provided the Custodian with a copy of its
Governing Documents, and will provide the Custodian with a copy of amendments,
supplements and modifications thereof from time to time.
(c) The Custodian hereby accepts appointment as custodian of the
securities and assets of the Portfolios of the Funds and agrees to perform the
duties of such custodian in accordance with the provisions of this Agreement.
2.2. Delivery of Portfolio Assets.
(a) Each Fund, on behalf of its Portfolio(s), shall deliver to the
Custodian all securities and cash of such Portfolio(s), and from time to time
all payments of income, payments of principal or capital distributions received
by it with respect to Portfolio securities, and the cash consideration received
by it for such new or treasury Shares representing interests in its Portfolio(s)
as may be issued or sold from time to time.
(b) The Custodian shall not be responsible for any property of a
Portfolio which is not received by it or which is delivered out in accordance
with Proper Instructions, including without limitation Portfolio property (i)
held by brokers, private bankers or other entities on behalf of the Portfolio,
(ii) held by a sub-custodian authorized pursuant to Section 2.6(c) hereof, (iii)
held by entities which have advanced monies to or on behalf of the Portfolio and
which have received Portfolio property as security for such advance(s), or (iv)
delivered or otherwise removed from the custody of the Custodian in advance of
payment therefor pursuant to Section 2.5(vii) hereof. With respect to Underlying
Fund Shares, the holding of confirmation statements that identify the shares as
being recorded in the Custodian's name on behalf of the Portfolios will be
deemed custody for purposes hereof.
2.3. Reliance on Instructions and Authority.
(a) Concurrently with the execution of this Agreement, and from time to
time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly
certified by such Fund's Treasurer or Secretary, a certificate setting forth:
(i) the names, titles, signatures and scope of authority of all Authorized
Persons who are authorized to give Proper Instructions or any other notice,
request, direction, instruction, certificate or instrument on behalf of the
Fund, (ii) the names, titles and signatures of those Authorized Persons, if any
who are authorized to give Special Instructions, and (iii) a copy of resolutions
of the Boards of the applicable Funds adopting the authorizations referred to in
the preceding clauses (i) and (ii). Such certificate maybe accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein and
shall be considered to be in full force and effect until receipt by the
Custodian of a similar certificate to the contrary.
4
(b) The Custodian will be protected in acting upon any Proper or
Special Instructions which are transmitted with testing or authentication
pursuant to terms and conditions agreed to by the Custodian and the Fund from
time to time, provided that such instructions comply with the other provisions
of this Agreement. The Funds shall promptly confirm any Oral Instructions with
Written Instructions, provided that failure of such confirming Written
Instructions to be received by the Custodian shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions, and provided further that if Written Instructions confirming Oral
Instructions are inconsistent with such Oral Instructions, any actions of the
Custodian prior to receipt of such Written Instructions shall not be invalidated
and the only obligation of the Custodian in connection therewith shall be to
promptly notify the Fund of such inconsistency.
(c) The Custodian may receive and accept a copy of a resolution
certified by the Secretary or an Assistant Secretary of any Fund as conclusive
evidence (i) of the authority of any person to act in accordance with such
resolution or (ii) of any determination or of any action by the applicable Board
as described in such resolution, and such resolution may be considered as in
full force and effect until receipt by the Custodian of written notice to the
contrary.
2.4. Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the United States in the name of each Portfolio of
each Fund, subject only to draft or order by the Custodian acting pursuant to
the terms of this Agreement, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the account of the
Portfolio, other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the 1940 Act. Funds
held by the Custodian for a Portfolio may be deposited by it to its credit as
Custodian in the banking department of the Custodian or in such other banks or
trust companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be qualified to
act as a custodian under the 1940 Act and that each such bank or trust company
and the funds to be deposited with each such bank or trust company shall on
behalf of each applicable Portfolio be approved by vote of a majority of the
Board. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5. Payment of Fund Moneys. Upon receipt of Proper Instructions on
behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out monies of a
Portfolio in the following cases only:
(i) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the Portfolio but
only (A) against the delivery of such securities or evidence of title to such
options, futures contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the United States or
abroad which is qualified under the 1940 Act to act as a custodian and has been
designated by the Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the Custodian referred to
in Section 3.3 hereof or in proper form for transfer; (B) in the case of a
purchase effected through a U.S. Clearing System, in accordance with the
conditions set forth in Section 3.5 hereof; (C) in the case of a purchase of
Underlying Shares, in accordance with the conditions set forth in Section 3.7
hereof; (D) in the case of repurchase agreements entered into between the
applicable Fund on behalf of a Portfolio and a 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 Custodian's account at the Federal
Reserve Bank with such securities or ( ii ) against delivery of the receipt
evidencing purchase by the Portfolio of securities owned by the Custodian along
with written evidence of the agreement by the Custodian to repurchase such
securities from the portfolio; or (E) for transfer to a time deposit account of
the Fund in any bank; such transfer may be effected prior to
5
receipt of a confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Fund as defined herein.
(ii) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 3.2(viii) hereof;
(iii) For the redemption or repurchase of Shares issued as set
forth in Section 5 hereof;
(iv) For the payment of any expense or liability incurred by
the Portfolio, including but not limited to the following payments for the
account of the Portfolio: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred expenses;
(v) For the payment of any dividends on Shares declared
pursuant to the Fund's Governing Documents;
(vi) For payment of the amount of dividends received in
respect of securities sold short;
(vii) Upon the purchase of domestic investments, including
without limitation repurchase agreement transactions involving delivery of
Portfolio monies to a Repo Custodian, in advance of delivery of the purchased
securities, in accordance with written Proper Instructions that set forth (A)
the amount of such payment and (B) the person(s) to whom such payment is made;
and
(viii) For any other proper purpose, but only upon receipt of
Special Instructions from the Fund on behalf of the applicable Portfolio setting
forth (A) the amount of such payment and (B) the person(s) to whom such payment
is made.
2.6. Appointment of Agents.
(a) The Custodian may at any time or times in its discretion appoint
(and may at any time remove) any other bank or trust company which is itself
qualified under the 1940 Act to act as a custodian, as its agent, as the
Custodian may from time to time direct; provided, however, that the appointment
of any agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder. (The Underlying Transfer Agent shall not be deemed an
agent or subcustodian of the Custodian for purposes of this Section 2.6 or any
other provision of this Agreement.)
(b) Upon receipt of Proper Instructions, which shall include
appropriate certification as to authorization by the Board on behalf of the
applicable Portfolio(s), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians located in the
United States, including without limitation any Repo Custodian or other
sub-custodian appointed by a Fund for special purposes, provided that the
Custodian shall have no more or less responsibility or liability to any Fund on
account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian.
(c) The Custodian may employ as sub-custodian for each Fund's Foreign
Securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedules A and B
hereto, but only in accordance with the applicable provisions of Section 4
hereof.
6
2.7. Actions Permitted Without Express Authority. The Custodian may in
its discretion, without express authority from the applicable Fund on behalf of
each applicable Portfolio:
(i) Surrender securities in temporary form for securities in
definitive form;
(ii) Endorse for collection, in the name of the Portfolio,
checks, drafts and other negotiable instruments; and
(iii) In general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as otherwise
directed by the applicable Board.
2.8 Records and Reports.
(a) The Custodian shall, with respect to each Portfolio, create and
maintain all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of each Fund under the
1940 Act, with particular attention to Section 31 thereof and Rules 3la-1 and
31a-2 thereunder.
(b) All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of such Fund and employees and
agents of the SEC.
(c) The Custodian shall promptly provide or otherwise make available to
the Funds on a daily or less frequent basis, such notifications, reports,
statements, summaries, schedule, balances and trial balances, rollforwards,
reconciliations and other information as may be mutually acceptable to the Funds
and the Custodian, which may be included on a schedule to this Agreement.
2.9. Accountants; Compliance Matters.
(a) The Custodian shall take all reasonable action, as a Fund with
respect to a Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
the Custodian's activities hereunder, in connection with the preparation of the
Fund's Form N-lA or Form N-2, as applicable, and Form N-SAR or other annual
reports to the SEC and with respect to any other requirements thereof.
(b) The Custodian shall provide the applicable Fund, on behalf of each
of the Portfolios at such times as such Fund may reasonably require, with
reports by independent public accountants and other third parties 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 U.S. Clearing System or a Foreign
Securities Depository, relating to the services provided by the Custodian under
this Agreement; such reports shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.
(c) The Custodian further agrees to provide such information and
assistance from time to time as may be reasonably requested by any of the Funds
in connection with the Custodian's compliance procedures as applicable to the
Funds and the Funds' periodic compliance audits of the Custodian. Without
limiting the preceding sentence, the Custodian agrees to provide: (i), in
connection with the Funds' compliance programs pursuant to Rule 38a-1
promulgated under the 1940
7
Act, such periodic reports, documentation and certifications as the any of the
Fund or their respective compliance officers may reasonably request, and
periodic notification of any Material Compliance Matter (as such term is defined
in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) that comes to the attention of the Custodian;
(ii) sub-certificates in connection with the certification requirements of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 applicable to services for the Funds; and (iii) a
copy of each Type II SAS 70 audit report prepared by an independent third party
with respect to services hereunder.
2.10. Advances by the Custodian. The Custodian may, in its sole
discretion, advance funds on behalf of any of the Portfolios to make any payment
permitted by this Agreement upon receipt of any proper authorization by the
applicable Fund required by this Agreement for such payments on behalf of the
Portfolio. Should such a payment or payments, with advanced funds, result in an
overdraft (due to insufficiencies of the Portfolio's account with the Custodian,
or for any other reason), any such overdraft or related indebtedness shall be
deemed for purposes of this Agreement a loan made by the Custodian to the Fund
for the account of the Portfolio payable on demand. Such overdraft shall bear
interest at the current rate charged by the Custodian for such loans unless the
Fund on behalf of the Portfolio shall provide the Custodian with compensating
balances. Each of the Funds agrees that the Custodian shall have a continuing
lien and security interest to the extent of any overdraft or indebtedness, in
and to any property at any time held by the Custodian for the benefit of the
applicable Portfolio or in which the applicable Portfolio has an interest and
which is then in the Custodian 's possession or control (or in the possession or
control of any third party acting on the Custodian's behalf). Each of the Funds
authorizes the Custodian, in the Custodian's sole discretion, at any time to
charge any overdraft or indebtedness, together with interest due thereon,
against any balance of account standing to the credit of the applicable
Portfolio on the Custodian's books. In addition, the Custodian shall be entitled
to utilize available cash and to dispose of such Portfolio's Financial Assets
and other assets to the extent necessary to obtain reimbursement; provided,
however, the Custodian shall have provided the Fund three (3) days' notice with
respect thereto.
2.11. Contingency Facilities. In order to minimize the disruption of
the services to be provided under this Agreement or any exhibit, schedule or
annex hereto, the Custodian shall implement and maintain directly or through
third parties contingency facilities and procedures reasonably designed to
provide for periodic back-up of the computer files and data with respect to the
Portfolios and emergency use of electronic data processing equipment to provide
services under this Agreement. In the event of equipment failure, work stoppage,
governmental action, communication disruption or other impossibility of
performance beyond the Custodian's control, the Custodian shall, at no
additional expense to the Funds, take reasonable steps to minimize service
interruptions.
3. CUSTODY WITH RESPECT TO DOMESTIC SECURITIES
3.1. Holding Domestic Securities. The Custodian shall hold and
physically segregate for the account of each Portfolio all non-cash property, to
be held by it in the United States, including all Domestic Securities owned by
such Portfolio other than (i) securities which are maintained pursuant to
Section 3.5 in a U.S. Clearing System and (ii) Underlying Fund Shares owned by
each Fund which are maintained pursuant to Section 3.7 hereof in an account with
the Underlying Transfer Agent.
3.2 Delivery of Securities. The Custodian shall release and deliver
Domestic Securities owned by a Portfolio held by the Custodian, in a U.S.
Clearing System account of the Custodian or in an account at the Underlying
Transfer Agent, only upon receipt of Proper Instructions on behalf of the
applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
8
(i) Upon sale of such securities for the account of the
Portfolio and receipt of payment therefor;
(ii) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by the Portfolio;
(iii) In the case of a sale effected through a U.S. Clearing
System, in accordance with the provisions of Section 3.5 hereof;
(iv) To the depository agent in connection with tender or
other similar offers for securities of the Portfolio;
(v) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the Custodian;
(vi) To the issuer thereof, or its agent, for transfer into
the name of the Portfolio or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent or any sub-custodian
appointed pursuant to Section 2.6; or for exchange for a different number of
bonds, certificates or other evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new securities
are to be delivered to the Custodian;
(vii) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom; provided that in any
such case, the Custodian shall have no responsibility or liability for any loss
arising from the delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own negligence or willful
misconduct;
(viii) 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 Custodian;
(ix) In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
(x) For delivery in connection with any loans of securities
made by the Portfolio (A) against receipt of collateral as agreed from time to
time by the Fund on behalf of the Portfolio, except that in connection with any
loans for which collateral is to be credited to the Custodian's account in the
book-entry system authorized by the U.S. Department of the Treasury, the
Custodian, in its capacity as custodian hereunder, will not be held liable or
responsible for the delivery of securities owned by the Portfolio prior to the
receipt of such collateral or (B) to the lending agent, or the lending agent's
custodian, in accordance with written Proper Instructions (which may not provide
for the receipt by the Custodian of collateral therefor) agreed upon from time
to time by the Custodian and the Fund;
9
(xi) For delivery as security in connection with any borrowing
by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio;
(xii) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the 1934 Act and a member of the NASD, relating
to compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund on behalf of a Portfolio;
(xiii) For delivery in accordance with the provisions of any
agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures
commission merchant registered under the CEA, relating to compliance with the
rules of the CFTC and/or any contract market, or any similar organization or
organizations, regarding account deposits in connection with transactions by the
Fund on behalf of a Portfolio;
(xiv) Upon the sale or other delivery of such investments
(including, without limitation, to one or more sub-custodians authorized
pursuant to Section 2.6(b), as set forth in written Proper Instructions,
provided that such Proper Instructions shall set forth (x) the securities of the
Portfolio to be delivered and (y) the person(s) to whom delivery of such
securities shall be made;
(xv) Upon receipt of instructions from the Fund's Transfer
Agent for delivery to such Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be described from time to time in
the currently effective prospectus and statement of additional information of
the Fund related to the Portfolio, in satisfaction of requests by holders of
Shares for repurchase or redemption;
(xvi) In the case of a sale processed through the Underlying
Transfer Agent for Underlying Fund Shares, in accordance with Section 3.7
hereof; and
(xvii) For any other proper purpose, but only upon receipt of
Special Instructions from the Fund on behalf of the applicable Portfolio
specifying (A) the securities of the Portfolio to be delivered and (B) the
person(s) to whom delivery of such securities shall be made.
3.3 Registration of Securities. Domestic Securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be assigned exclusively to
the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with affiliated registered management investment
companies, or in the name or nominee name of any agent or any sub-custodian
appointed pursuant to Section 2.6. All securities accepted by the Custodian on
behalf of the Portfolio under the terms of this Agreement shall be in "street
name" or other good delivery form. If, however, a Fund directs the Custodian to
maintain securities in "street name", the Custodian shall utilize its best
efforts only to timely collect income due the Fund on such securities and to
notify the Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or exchange
offers.
3.4 Collection of Income. Except with respect to Portfolio property
released and delivered pursuant to Section 3.2(xiv) or purchased pursuant to
Section 2.5(vii), and subject to the last sentence of Section 3.3, the Custodian
shall collect on a timely basis all income and other payments with respect to
registered Domestic Securities held hereunder to which each Portfolio shall be
entitled
10
either by law or pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments with respect to bearer
Domestic Securities if, on the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and shall credit such income, as
collected, to such Portfolio's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held hereunder.
Income due each Portfolio on securities loaned pursuant to the provisions of
Section 3.2 (x) shall be the responsibility of the applicable Fund. The
Custodian, in its capacity as custodian hereunder, will have no duty or
responsibility in connection therewith, other than to provide the Fund with such
information or data as may be necessary to assist the Fund in arranging for the
timely delivery to the Custodian of the income to which the Portfolio is
properly entitled.
3.5 Deposit of Fund Assets in U.S. Clearing Systems. The Custodian may
deposit and/or maintain securities or other Financial Assets owned by a
Portfolio in a U.S. Clearing System in compliance with the conditions of Rule
17f-4 under the 1940 Act, as amended from time to time.
3.6. Segregated Account. The Custodian shall upon receipt of Proper
Instructions on behalf of each applicable Portfolio, which may be continuing
instructions, establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 3.5 hereof, (i) in accordance with the provisions
of any agreement among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the CEA), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange (or the CFTC or any registered contract market), or
of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Portfolio, (ii) for purposes
of segregating cash or securities in connection with options purchased, sold or
written by the Portfolio or commodity futures contracts or options thereon
purchased or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release No.
10666, or any subsequent release of the SEC, or interpretative opinion of the
staff of the SEC, relating to the maintenance of segregated accounts by
registered investment companies, and (iv) for any other purpose in accordance
with Proper Instructions.
3.7 Deposit of Fund Assets with the Underlying Transfer Agent.
Underlying Fund Shares shall be deposited and/or maintained in an account or
accounts maintained with the Underlying Transfer Agent, provided that such
securities are maintained in an account or accounts on the books and records of
the Underlying Transfer Agent in the name of the Custodian as custodian for the
Portfolio. The records of the Custodian with respect to Underlying Fund Shares
which are maintained with the Underlying Transfer Agent shall identify by
book-entry those Underlying Fund Shares belonging to each Portfolio.
3.8. Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to Domestic Securities of each Portfolio held by it and in connection
with transfers of securities.
3.9. Voting Domestic Shares. The Custodian shall, with respect to the
Domestic Securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are registered otherwise
than in the name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted, and
shall
11
promptly deliver to the Fund such proxies, all proxy soliciting materials and
all notices relating to such securities.
3.10. Communications Relating to Portfolio Securities.
(a) The Custodian shall transmit promptly to the applicable Fund for
each Portfolio all written information and notices received by the Custodian
from issuers with regard to the securities being held for the Portfolio and/or
any corporate action by such issuer affecting such securities (including without
limitation stock splits, stock dividends, reorganizations, pendency of calls and
maturities of domestic securities and expirations of rights in connection
therewith, notices of exercise of call and put options written by the Fund on
behalf of the Portfolio and the maturity of futures contracts purchased or sold
by the Fund on behalf of the Portfolio).
(b) With respect to tender or exchange offers, the Custodian shall
transmit promptly to the applicable Fund all written information received by the
Custodian from issuers of the securities whose tender or exchange is sought and
from the party (or its agents) making the tender or exchange offer. If a Fund
desires to take action with respect to any tender offer, exchange offer or any
other similar transaction, the Fund shall notify the Custodian prior to the
deadline established by the Custodian in its reasonable discretion as will give
the Custodian (including any Foreign Sub-Custodian) sufficient time to take such
action, which deadline shall in no event be longer than three (3) business days.
The Custodian shall inform the Fund or its appointed investment adviser of
pertinent deadlines in each case.
4. CUSTODY WITH RESPECT TO FOREIGN SECURITIES
4.1. Foreign Custody Manager.
(a) Each Fund, by resolution adopted by its Board, hereby delegates to
the Custodian, subject to Section (b) of Rule 17f-5 under the 1940 Act, the
responsibilities set forth in Sections 4.1 through 4.4 with respect to Foreign
Assets of the Portfolios held outside the United States, and the Custodian
hereby accepts such delegation as Foreign Custody Manager with respect to the
Portfolios.
(b) The Foreign Custody Manager shall be responsible for performing the
delegated responsibilities defined below only with respect to the countries and
custody arrangements for each such country listed on Schedule A to this
Agreement, which list of countries may be amended from time to time by any Fund
with the consent of the Foreign Custody Manager, which consent will not be
unreasonably withheld. Schedule A further lists the Foreign Sub-Custodians
selected by the Foreign Custody Manager to maintain the assets of the
Portfolios.
(c) Upon the receipt by the Foreign Custody Manager of Proper
Instructions to open an account or to place or maintain Foreign Assets in a
country listed on Schedule A, and the fulfillment by each Fund, on behalf of the
applicable Portfolio(s), of the applicable account opening requirements for such
country, the Foreign Custody Manager shall be deemed to have been delegated by
such Fund's Board on behalf of such Portfolio(s) responsibility as Foreign
Custody Manager with respect to that country and to have accepted such
delegation. Execution of this Agreement by the Fund shall, to the extent any
particular Fund has or will have Foreign Assets, be deemed to be a Proper
Instruction to open an account or to place or maintain Foreign Assets in each
country listed on Schedule A in which the Custodian has previously placed or
currently maintains such Fund's Foreign Assets pursuant to the terms of the
Agreement. Following the receipt of Proper Instructions directing the Foreign
Custody Manager to close the account of a Portfolio with the Eligible Foreign
Custodian selected by the Foreign Custody Manager in a designated country, the
delegation by the Board on
12
behalf of such Portfolio to the Custodian as Foreign Custody Manager for that
country shall be deemed to have been withdrawn and the Custodian shall
immediately cease to be the Foreign Custody Manager with respect to such
Portfolio with respect to that country.
(d) The Foreign Custody Manager may withdraw its acceptance of
delegated responsibilities with respect to a designated country upon at least 60
days (or such longer period which the parties may agree) prior written notice to
the Fund.
4.2 Foreign Sub-Custodians.
(a) Subject to the provisions of this Section 4, the Foreign Custody
Manager may place and maintain the Foreign Assets in the care of a Foreign
Sub-Custodian in each country listed on Schedule A, as amended from time to
time. In performing its delegated responsibilities as Foreign Custody Manager to
place or maintain Foreign Assets with a Foreign Sub-Custodian, the Foreign
Custody Manager shall determine that the Foreign Assets will be subject to
reasonable care, based on the standards applicable to custodians in the country
in which the Foreign Assets will be held by that Foreign Sub-Custodian, after
considering all factors relevant to the safekeeping of such assets, including,
without limitation the factors specified in Rule 17f-5(c)(1) under the ▇▇▇▇ ▇▇▇.
(b) The Foreign Custody Manager shall determine that the contract
governing the foreign custody arrangements with each Foreign Sub-Custodian
selected by the Foreign Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
(c) In each case in which the Foreign Custody Manager maintains Foreign
Assets with a Foreign Sub-Custodian, the Foreign Custody Manager shall establish
a system to monitor (i) the appropriateness of maintaining the Foreign Assets
with such Foreign Sub-Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Foreign
Sub-Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with any Foreign Sub-Custodian it has selected are no
longer appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 4.3 hereunder.
(d) For purposes of this Section 4, the applicable Board shall be
deemed to have considered and determined, or in the event such Board shall have
delegated to the applicable Adviser such duty in accordance with Rule 17f-5,
such Adviser shall be deem to have considered and determined, to accept such
Country Risk as is incurred by placing and maintaining the Foreign Assets in
each country listed on Schedule A (for which the Custodian is serving as Foreign
Custody Manager of the Portfolios). For these purposes, "Country Risk" means all
factors reasonably related to the systemic risk of holding Foreign Assets in a
particular country including, but not limited to, such country's political
environment, economic and financial infrastructure, (including any Foreign
Securities Depositories operating in that country) prevailing or developing
custody and settlement practices, and laws and regulations applicable to the
safekeeping and recovery of Foreign Assets held in custody in that country.
4.3. Reporting Requirements. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from any Foreign Sub-Custodian and the
placement of such Foreign Assets with another Foreign Sub-Custodian by providing
the Board an amended Schedule A at the end of the calendar quarter in which an
amendment to such schedule has occurred. The Foreign Custody Manager shall make
reasonably prompt written reports to the Board of any other material change in
the foreign custody arrangements of the Portfolios described in this Section 4
after the occurrence of the material change.
13
4.4. Representations with respect to Rule 17f-5. The Foreign Custody
Manager represents to each Fund that it is a U.S. Bank as defined in Section
(a)(7) of Rule 17f-5 under the 1940 Act. Each Fund represents to the Custodian
that its Board has determined that it is reasonable for such Board to rely on
the Custodian to perform the responsibilities delegated pursuant to this
Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
4.5. Foreign Securities Depositories. The Custodian shall provide the
Fund with an analysis of the custody risks associated with maintaining assets
with the Foreign Securities Depositories set forth on Schedule B hereto, in
accordance with Section (a)(1)(i)(A) of Rule 17f-7 under the 1940 Act. The
Custodian shall monitor such risks on a continuing basis, shall promptly notify
the Fund of any material change in such risks, in accordance with Section
(a)(1)(i)(B) of Rule 17f-7 and the Funds shall, as soon as reasonably
practicable and via Proper Instructions to the Custodian, withdraw the Fund's
assets from such Depository if such Depository no longer meets the requirements
of Rule 17f-7. Schedule B shall be updated from time to time by the Custodian's
provision to the Fund of an updated Schedule B at the end of the calendar
quarter in which an amendment to such schedule has occurred.
4.6. Holding Foreign Securities.
(a) The Custodian shall identify on its books as belonging to the
Portfolios the Foreign Securities held by each Foreign Sub-Custodian or Foreign
Securities Depository. The Custodian may hold Foreign Securities for all of its
customers, including the Portfolios, with any Foreign Sub-Custodian in an
account that is identified as belonging to the Custodian for the benefit of its
customers, provided however, that (i) the records of the Custodian with respect
to Foreign Securities of the Portfolios which are maintained in such account
shall identify those securities as belonging to the Portfolios and (ii), to the
extent permitted and customary in the market in which the account is maintained,
the Custodian shall require that securities so held by the Foreign Sub-Custodian
be held separately from any assets of such Foreign Sub-Custodian or of other
customers of such Foreign Sub-Custodian.
(B) Foreign securities shall be maintained in a Foreign Securities
Depository in a designated country through arrangements implemented by the
Custodian or a Foreign Sub-Custodian, as applicable, in such country.
4.7. Transactions in Foreign Custody Account.
(a) The Custodian or a Foreign Sub-Custodian shall release and deliver
Foreign Securities of the Portfolios held by the Custodian or such Foreign
Sub-Custodian, or in a Foreign Securities Depository account, only upon receipt
of Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
(i) Upon the sale of such Foreign Securities for the Portfolio
in accordance with market practice for institutional customers in the country
where such Foreign Securities are held or traded, including, without limitation:
(A) delivery against expectation of receiving later payment, provided the
Custodian has advised the Fund or its duly appointed investment adviser of such
practice in accordance with Section 4.7A(b) below; or (B) in the case of a sale
effected through a Foreign Securities Depository, in accordance with the rules
governing the operation of the Foreign Securities Depository;
(ii) In connection with any repurchase agreement related to
Foreign Securities;
14
(iii) To the depository agent in connection with tender or
other similar offers for Foreign Securities of the Portfolios;
(iv) To the issuer thereof or its agent when such Foreign
Securities are called, redeemed, retired or otherwise become payable;
(v) To the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign Sub-Custodian or of
any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for
a different number of bonds, certificates or other evidence representing the
same aggregate face amount or number of units;
(vi) To brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
(vii) 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;
(viii) In the case of warrants, rights or similar Foreign
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;
(ix) For delivery as security in connection with any borrowing
by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on
behalf of such Portfolio;
(x) In connection with trading in options and futures
contracts, including delivery as original margin and variation margin;
(xi) Upon the sale or other delivery of such Foreign
Securities (including, without limitation, to one or more Repo Custodians or
other sub-custodians authorized pursuant to Section 2.6(b)) in advance of
payment therefor, provided that applicable Proper Instructions shall set forth
(A) the Foreign Securities to be delivered and (B) the person(s) to whom
delivery shall be made;
(xii) In connection with the lending of Foreign Securities;
and
(xiii) For any other purpose, but only upon receipt of Special
Instructions specifying (A) the Foreign Securities to be delivered and (B) the
person(s) to whom delivery of such securities shall be made.
(b) Upon receipt of Proper Instructions, which may be standing
instructions when deemed appropriate by the parties, the Custodian shall pay
out, or direct the respective Foreign Sub-Custodian or the respective Foreign
Securities Depository to pay out, monies of a Portfolio in the following cases
only:
(i) Upon the purchase of Foreign Securities for the Portfolio
in accordance with market practices for institutional customers in the country
where such Foreign Securities are held or traded, unless otherwise directed by
Proper Instructions, by (A) delivering money to the seller thereof or to a
dealer therefor (or an agent for such seller or dealer) against expectation of
receiving later delivery of such Foreign Securities provided the Custodian has
advised the Fund or its duly appointed investment adviser of such practice in
accordance with Section 4.7A(b) below; or
15
(B) in the case of a purchase effected through a Foreign Securities Depository,
in accordance with the rules governing the operation of such Foreign Securities
Depository;
(ii) In connection with the conversion, exchange or surrender
of Foreign Securities of the Portfolio;
(iii) For the payment of any expense or liability of the
Portfolio, including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this Agreement, legal
fees, accounting fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions executed with or
through the Custodian or its Foreign Sub-Custodians;
(v) In connection with trading in options and futures
contracts, including delivery as original margin and variation margin;
(vi) Upon the purchase of foreign investments including,
without limitation, repurchase agreement transactions involving delivery of
Portfolio monies to Repo Custodian(s), in advance of delivery of the purchased
securities, provided that applicable Proper Instructions shall set forth (A) the
amount of such payment and (B) the person(s) to whom payment shall be made;
(vii) For payment of part or all of the dividends received in
respect of securities sold short;
(viii) In connection with the borrowing or lending of Foreign
Securities; and
(ix) For any other proper purpose, but only upon receipt of
Special Instructions specifying (A) the amount of such payment and (B) the
person(s) to whom such payment is to be made.
4.7A. Market Conditions.
(a) Except as more particularly set forth in Sections 4.7(a)(i) and
4.7(b)(i), settlement and payment for Foreign Assets received for the account of
the Portfolios and delivery of Foreign Assets maintained for the account of the
Portfolios may be effected in accordance with the customary established
securities trading or processing practices and procedures in the country or
market in which the transaction occurs.
(b) The Custodian shall provide to each Board the information with
respect to custody and settlement practices in countries in which the Custodian
employs a Foreign Sub-Custodian described on Schedule C hereto at the time or
times set forth on such Schedule. The Custodian may revise Schedule C from time
to time, provided that no such revision shall result in a Board being provided
with substantively less information than had been previously provided hereunder.
4.8. Registration of Foreign Securities. The Foreign Securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the applicable Fund on behalf of such
Portfolio agrees to hold any such nominee harmless from any liability as a
holder of record of such foreign securities. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on
16
behalf of a Portfolio under the terms of this Agreement unless the form of such
securities and the manner in which they are delivered are in accordance with
reasonable market practice.
4.9. Bank Accounts. The Custodian shall identify on its books as
belonging to the applicable Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of, cash on the
books of the Custodian, a bank account or bank accounts shall be opened and
maintained outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section 4.9 shall be subject
only to draft or order by the Custodian (or, if applicable, such Foreign
Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash
received by or from or for the account of the Portfolio. Cash maintained on the
books of the Custodian (including its branches, subsidiaries and affiliates),
regardless of currency denomination, is maintained in bank accounts established
under, and subject to the laws of, the Commonwealth of Massachusetts.
4.10. Collection of income. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
4.11. Shareholder Voting Rights. With respect to the Foreign Securities
held pursuant to this Section 4, the Custodian shall use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. Each Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of such Fund to exercise shareholder rights.
4.12. Communications Relating to Foreign Securities. The Custodian
shall transmit promptly to the applicable Fund written information with respect
to materials received by the Custodian via the Foreign Sub-Custodians from
issuers of the Foreign Securities being held for the account of the Portfolios
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith). With respect to
tender or exchange offers, the Custodian shall transmit promptly to the
applicable Fund written information so received by the Custodian from issuers of
the foreign securities whose tender or exchange is sought or from the party (or
its agents) making the tender or exchange offer and shall promptly forward to
the Foreign Sub-Custodian or the issuer, as applicable, any instructions, forms
or other documents as the Custodian shall receive from the Fund in connection
therewith. All primary written communications to the Funds with respect to
Foreign Securities shall be in English. If a Fund desires to take action with
respect to any tender offer, exchange offer or any other similar transaction,
the Fund shall notify the Custodian prior to the deadline established by the
Custodian in its reasonable discretion as will give the Custodian (including any
Foreign Sub-Custodian) sufficient time to take such action. The Custodian shall
inform the Fund or its duly appointed investment adviser of pertinent deadlines
in each case.
4.13. Liability in Respect of Foreign Assets.
(a) Each agreement pursuant to which the Custodian employs a Foreign
Sub-Custodian shall meet the requirements set forth in Rule 17f-5. At a Fund's
election, the Portfolios shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a Foreign
17
Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Portfolios have not been made
whole for any such loss, damage, cost, expense, liability or claim.
(b) The Custodian shall be liable for the acts or omissions of a
Foreign Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in this Agreement and, regardless of whether assets are
maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities
Depository, the Custodian shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism.
(c) Subject to and to the extent of receipt by the Custodian of
relevant and necessary information with respect to the Funds and Portfolios that
the Custodian has requested, the Custodian shall perform the following services:
(i) file claims for exemptions, reductions in withholding taxes, or refunds of
any tax with respect to withheld foreign (non-U.S.) taxes in instances in which
such claims are appropriate; (ii) withhold appropriate amounts as required by
U.S. tax laws with respect to amounts received on behalf of nonresident aliens;
and (iii) provide to the Funds such information actually received by the
Custodian that could, in the Custodian's reasonable belief and sole discretion,
assist any of the Funds in their submission of any reports or returns with
respect to taxes, it being specifically understood and agreed that the Custodian
shall not thereby or otherwise be considered any Fund's tax advisor or tax
counsel. Other than the servicing responsibilities identified herein, the
Custodian shall have no responsibility or liability for any tax payment
obligations now or hereafter imposed on any Fund, the Portfolios or the
Custodian as custodian of the Portfolios by the tax law of the United States or
of any state or political subdivision thereof. It shall be the responsibility of
each Fund to notify the Custodian of the obligations imposed on such countries
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 responsibilities of the
Custodian with regard to such tax law shall be to use reasonable efforts to
effect the withholding of local taxes and related charges with regard to market
entitlement/payment in accordance with local law and subject to local market
practice or custom and to assist the Fund with respect to any claim for
exemption or refund under the tax law of countries for which such Fund has
provided such information. Except as specifically provided in this Agreement or
otherwise agreed to in writing by the Custodian, the Custodian shall have no
independent obligation to determine the tax obligations now or hereafter imposed
on any of the Funds by any taxing authority or to obtain or provide information
relating thereto, and shall have no obligation or liability with respect to such
tax obligations. Each of the Funds agrees that the Custodian is authorized to
deduct from any cash received or credited to the account of a Portfolio any
taxes or levies required by any tax or other governmental authority having
jurisdiction in respect of such Portfolio's transactions, and that the Custodian
is authorized to disclose any information required by any such tax or other
governmental authority in relation to processing any claim for exemption from or
reduction or refund of any taxes relating to Portfolio transactions and
holdings.
5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES.
(a) The Custodian shall receive from the distributor of the Shares or
from the Transfer Agent and deposit into the account of the appropriate
Portfolio such payments as are received for Shares thereof issued or sold from
time to time by the applicable Fund. The Custodian will provide timely
notification to such Fund on behalf of each such Portfolio and the Transfer
Agent of any receipt by it of payments for Shares of such Portfolio.
(b) From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of
18
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, the 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, the Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by a Fund to the holder of Shares, when
presented to the Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between such Fund and the Custodian.
6. COMPENSATION OF CUSTODIAN The Custodian shall be entitled to compensation for
its services and expenses as may be agreed to from time to time in writing by
the Funds and the Custodian.
7. ADDITIONAL SERVICES. The Funds engage the Custodian to provide, and the
Custodian agrees to provide those additional services (if any) set forth in
Exhibit C annexed hereto.
8. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) In performing all responsibilities delegated to it under this
Agreement (including without limitation in regard to its capacity as Foreign
Custody Manager), the Custodian agrees to exercise reasonable care, prudence and
diligence and shall not be liable for any damages arising out of the Custodian's
performance of or failure to perform its duties under this Agreement except to
the extent that such damages are reasonably foreseeable and arise directly out
of the Custodian's willful misfeasance, bad faith, negligence or otherwise from
a breach of this Agreement.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) the Custodian shall not be liable so long as
and to the extent that it is in the exercise of reasonable care, for any defect
in the title, validity or genuineness of any property or in the evidence of
title thereto received by it or delivered by it pursuant to this Agreement, (ii)
the Custodian shall not be liable for losses suffered by any of the Funds due to
factors beyond the Custodian's reasonable control (including acts of civil or
military authority, national emergencies, labor difficulties, fire, flood,
catastrophe, acts of God, insurrection, war, riots, terrorism, nationalization
or expropriation, currency restrictions, or failure of the mails,
transportation, communication or power supply), provided that the Custodian has
acted in accordance with the provisions of Section 2.11 above. Further, the
Custodian shall not be liable for the validity or invalidity or authority or
lack thereof of any Oral Instruction or Written Instruction delivered in
accordance with Section 2.3(b) hereof.
(c) The Custodian shall be entitled to receive at its own expense and
act upon advice of counsel on all matters, and shall not be liable for any
action taken or omitted in good faith pursuant to the advice of counsel for the
applicable Fund or (at the expense of the Custodian) such other counsel.
(d) The applicable Fund shall indemnify and hold harmless the Custodian
and its affiliates from all taxes, charges, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Federal Securities
Laws and any state or foreign securities and blue sky laws, and amendments
thereto), and expenses, including without limitation reasonable attorneys' fees
and disbursements, arising directly from any action or omission to act which the
Custodian or its affiliate takes in accordance with the terms of this Agreement;
provided that the Custodian and its affiliates shall not be indemnified against
any liability (or any expenses incident to such liability) to the extent arising
out of the Custodian's or any of its affiliates' own willful misfeasance, bad
faith, negligence or breach of this Agreement.
19
(e) The Custodian shall indemnify and hold harmless the Funds from all
taxes, charges, assessments, claims and liabilities arising directly from the
Custodian's failure to meet its obligations pursuant to this Agreement
(including, without limitation, liabilities arising under the Federal Securities
Laws, and any state and foreign securities and blue sky laws, and amendments
thereto) and expenses, including without limitation reasonable attorneys' fees
and disbursements, to the extent that such damages are reasonably foreseeable
and arise directly out of the Custodian's or any of its affiliates' own willful
misfeasance, bad faith, negligence or breach of this Agreement, provided that
the Funds shall not be indemnified against any liability (or any expenses
incident to such liability) to the extent arising out of any Fund's own willful
misfeasance, bad faith, negligence or breach of this Agreement. The Custodian
agrees to provide the Funds with summaries of its insurance for errors and
omissions insurance and fidelity bonds, and agrees to provide updated summaries
annually or as requested by the Funds.
(f) In order that the indemnification provisions contained in this
Section 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
(h) The provisions of this Section 8 shall survive termination of this
Agreement.
9. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date first written above
and shall continue for a period of one (1) year.
(b) Notwithstanding the preceding clause (a) of this Section 9, the
Funds may terminate the services of the Custodian under this Agreement by
providing thirty (30) days written notice in the event that the Custodian (i)
shall fail in any material respect to perform its duties and obligations
hereunder pursuant to the applicable standard of care set forth herein, the
Funds shall have given written notice thereof , and such material failure shall
not have been remedied to the reasonable satisfaction of the Funds within thirty
(30) days after such written notice is received, or (ii) shall have ceased to be
qualified as a custodian under the 1940 Act, shall be indicted for a crime,
shall commence any bankruptcy or insolvency proceeding or have such a proceeding
initiated against it which shall not be dismissed within 60 days, or shall
suffer any other material adverse change in its condition, operations or
professional reputation that is determined by the Funds in their reasonable
discretion to threaten the continuing performance of services hereunder or the
reputation of the Funds.
(c) Termination of this Agreement with respect to the coverage of any
one particular Fund or Portfolio shall in no way affect the rights and duties
under this Agreement with respect to any other Fund or Portfolio.
(d) Upon termination of the Agreement or termination of its coverage
with respect to any Fund or Portfolio, the applicable Funds shall pay to the
Custodian such compensation and reimbursement of costs as may have accrued to
the effective date of such termination (or with respect to the applicable Fund
with respect to a coverage termination).
20
(e) If a successor custodian for one or more Portfolios shall be
appointed by the applicable Board, the Custodian shall, upon termination and
receipt of Proper Instructions, deliver to such successor custodian, duly
endorsed and in the form for transfer, all securities of each applicable
Portfolio then held by it hereunder and shall transfer to an account of the
successor custodian all of the securities of each such Portfolio held in a
Securities System or at the Underlying Transfer Agent. If no such successor
custodian shall be appointed, the Custodian shall, in like manner, upon receipt
of Proper Instructions, transfer such securities, funds and other properties in
accordance with such resolution. In the event that no Proper Instructions
designating a successor custodian or alternative arrangements shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the 1940 Act, doing business
in Boston, Massachusetts or New York, New York, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $250,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Agreement on behalf of each applicable Portfolio, and to
transfer to an account of such successor custodian all of the securities of each
such Portfolio held in any Securities System or at the Underlying Transfer
Agent. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Agreement. All expenses associated with the transfer of
custody hereunder upon termination hereof shall be borne by the respective Funds
(except as may be specifically agreed in writing by the parties in relation to
special arrangements.
(f) In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing to
failure of any Fund to provide Proper Instructions as aforesaid, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian shall remain in full force and effect.
(g) Notwithstanding any provision of this Section 9 to the contrary, in
the event that this Agreement is terminated in its entirety, the parties agree
that this Agreement shall remain in full force and effect for such extended
period of time, not to exceed in any event one year, as the parties mutually
agree is necessary for the Custodian to deliver the books and records and any
other properties of the Funds held hereunder by the Custodian to a successor
custodian in an orderly manner.
(h) Any termination of services under this Agreement shall not affect
the rights and obligations of the parties under Sections 8 and 10 hereof.
10. CONFIDENTIALITY.
(a) The Custodian agrees to keep confidential, and to cause its
employees and agents to keep confidential, all records of the Funds and
information relating to the Funds , including without limitation information as
to their respective shareholders and their respective portfolio holdings, unless
the release of such records or information is made in connection with the
services provided under this Agreement, at the written direction of the
applicable Fund or otherwise consented to, in writing, by the respective Funds.
The Fund agrees that such consent shall not be unreasonably withheld where the
Custodian may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted authorities.
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 this Agreement, or that is independently derived by any
party
21
hereto without the use of any information derived in connection with the
services provided under this Agreement. Notwithstanding the foregoing, the
Custodian may aggregate Fund or Portfolio data with similar data of other
customers of the Custodian ("Aggregated Data") and may use Aggregated Data for
purposes of constructing statistical models so long as such Aggregated Data
represents such a sufficiently large sample that no Fund or Portfolio data can
be identified either directly or by inference or implication.
(b) Notwithstanding any provision herein to the contrary, each party
hereto agrees that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the "GLB Act"), disclosed or otherwise made accessible
by a party hereunder is for the specific purpose of permitting the other party
to perform its duties as set forth in this Agreement. Each party agrees that,
with respect to such information, it will comply with Regulation S-P and the GLB
Act and that it will not disclose any Nonpublic Personal Information received in
connection with this Agreement to any other party, except to the extend as
necessary to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the GLB Act.
(c) Without limiting the generality of the preceding clause (a), the
Custodian acknowledges and agrees that the Funds are prohibited by law from
making selective public disclosure of information regarding portfolio holdings,
that disclosure of any and all such information to the Custodian hereunder is
made strictly under the conditions of confidentiality set forth in this Section
10 and solely for the purposes of the performance of custodial services
hereunder, that any misuse of such information (including without limitation any
disclosure to others by the Custodian or any of its employees or agents, or any
trading on the basis of such information by anyone in receipt of such
information) may constitute a criminal offense of trading on or tipping of
material inside information regarding publicly traded securities, that access to
any and all such information regarding portfolio holdings of the Funds should be
restricted to those persons needing such information in the course of the
performance of duties hereunder, and that the Custodian shall apprise all such
persons having access of the obligation hereunder and under applicable law to
prevent unauthorized disclosure of such confidential information.
(d) The Custodian acknowledges and agrees that any breach or threatened
breach of this Section 10 would cause not only financial damage, but irreparable
harm to the Funds; for which money damages will not provide an adequate remedy.
Accordingly, in the event of a breach or threatened breach of this Section 10,
the Funds shall (in addition to all other rights and remedies they may have
pursuant to this Agreement, including without limitation Section 8(f), and at
law and in equity) be entitled to an injunction, without the necessity of
posting any bond or surety, to restrain disclosure or misuse, in whole or in
part, of any Confidential Information.
11. NOTICES.
(a) All notices and other communications, excluding Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be
addressed,
22
if to the Custodian, at:
if to any of the Funds, at:
or at such other address as shall have been provided by like notice to the
sender of any such notice or other communication by the other party.
13. FUNDS AS PARTIES; LIMITATION ON FUND LIABILITIES.
(a) The Custodian acknowledges and agrees that the obligations assumed
by each of the Funds hereunder shall be limited in all cases to the assets of
the Fund and that the Custodian may not seek satisfaction of any such obligation
from the officers, agents, employees, trustees, directors or shareholders of the
Fund. With respect to each Fund organized as a Massachusetts business trust or
other business trust (or Portfolio thereof) where the trustees, officers,
employees or shareholders of such business trust (or Portfolio thereof) may be
held personally liable for its obligations, the Custodian acknowledges and
agrees that, to the extent such trustees or officers are regarded as entering
into this Agreement, they do so only as trustees or officers and not
individually and that the obligations of this Agreement are not binding upon any
such trustee, officer, employee or shareholder individually, but are binding
only upon the assets and property of said Fund (or Portfolio thereof). The
Custodian hereby agrees that such trustees, officers, employees or shareholders
shall not be personally liable under this Agreement and that the Custodian shall
look solely to the property of the Fund (or Portfolio thereof) for the
performance of the Agreement or payment of any claim under the Agreement.
(b) This Agreement is an agreement entered into between the Custodian
and each of the Funds with respect to each Portfolio. With respect to any
obligation of the Fund on behalf of any Portfolio arising out of this Agreement,
the Custodian shall look for payment or satisfaction of such obligation solely
to the assets of the Portfolio to which such obligation relates with the same
effect as if the Custodian had separately contracted with the Fund by separate
written instrument with respect to each Portfolio.
(c) Additional management investment companies (each a "New Fund") may
from time to time become parties as Funds to this Agreement by (A) delivery to
the Custodian of (i) an instrument of adherence agreeing to become bound by and
party to this Agreement executed by any such New Fund on behalf of each of its
series or portfolios, (ii) an amendment and restatement of Exhibit A setting
forth the appropriate information as to such New Fund and its series or
portfolios, and (iii) copies of the New Fund's Governing Documents and (B) the
Custodian's receipt of the foregoing documents, whereupon the Custodian, subject
to satisfactory completion of its customary due diligence, may agree in writing
to the addition of such New Fund and its series or portfolios, which agreement
shall not be unreasonably withheld, it being understood that the Custodian shall
not be deemed to be unreasonable in the event that (i) the Custodian's ability
to provide services hereunder to the New Fund is otherwise restricted by
regulatory requirements or its internal risk profiles or policies, which may
include consideration of material changes to the risks contemplated by the
provision of the services under this Agreement to a New Fund or (ii) the
Custodian does not generally offer custodial services to institutional clients
regarding the particular type of fund or assets.
23
(d) Additional portfolios or series of existing management investment
companies that are already party to this Agreement (each a "New Portfolio") may
from time to time be added to this list of series or portfolios serviced under
this Agreement by (A) delivery to the Custodian of (i) an instrument of
adherence agreeing to become bound by and party to this Agreement executed by
the existing party Fund on behalf its New Portfolio, (ii) an amendment and
restatement of Exhibit A setting forth the appropriate information as to such
New Portfolio, and (iii) copies of the New Portfolio's Governing Documents, if
applicable, and (B) the Custodian's receipt of the foregoing documents,
whereupon the Custodian, subject to satisfactory completion of its customary due
diligence, may agree in writing to the addition of such New Portfolio, which
agreement shall not be unreasonably withheld, it being understood that the
Custodian shall not be deemed to be unreasonable in the event that (i) the
Custodian's ability to provide services hereunder to the New Portfolio is
otherwise restricted by regulatory requirements or its internal risk profiles or
policies, which may include consideration of material changes to the risks
contemplated by the provision of services under this Agreement to a New
Portfolio or (ii) the Custodian does not generally offer custodial services to
institutional clients regarding the particular type of fund or assets.
14. MISCELLANEOUS.
(a) This Agreement, or any term thereof, may be changed or waived only
by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
(b) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
This Agreement may not be assigned by either party, nor may the duties of either
party hereunder be delegated, without the prior written consent of the other
party.
(c) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement and all exhibits, appendices,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
(d) Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
(e) This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof.
(f) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(g) This Agreement shall be deemed to be a contract made in the
Commonwealth of Massachusetts and governed by the laws of the Commonwealth of
Massachusetts, without regard to principles of conflicts of law.
24
(h) If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
(i) Shareholder Communications Election. SEC Rule 14b-2 requires banks
which hold securities for the account of customers to respond to requests by
issuers of securities for the names, addresses and holdings of beneficial owners
of securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs each Fund to indicate whether it authorizes the
Custodian to provide such Fund's name, address, and share position to requesting
companies whose securities the Fund owns. If a Fund tells the Custodian "no,"
the Custodian will not provide this information to requesting companies. If a
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as consenting to disclosure
of this information for all securities owned by the Fund or any funds or
accounts established by the Fund. For a Fund's protection, the Rule prohibits
the requesting company from using the Fund's name and address for any purpose
other than corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name, address, and
share positions.
NO [X] The Custodian is not authorized to release the Fund's name, address,
and share positions.
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 date first above-written.
EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED
ON EXHIBIT A HERETO
By:__________________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:__________________________________________
Name:
Title:
25
List of Exhibits/Schedules
Exhibit A: List of Funds and Portfolios
Exhibit B: Reserved
Exhibit C: Additional Services
Schedule A: Foreign Sub-Custodians
Schedule B: Foreign Securities Depositories
Schedule C: Information Provided regarding Foreign Custody and Settlement
Practices
▇▇▇▇▇ ▇▇▇▇▇▇
Inter-Office Memo
================================================================================
Exhibit A
================================================================================
SB Adjustable Rate Income Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Select Balanced Portfolio
Select Growth Portfolio
Select High Growth Portfolio
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Appreciation Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Arizona Municipals Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ California Municipals Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Equity Funds
▇▇▇▇▇ ▇▇▇▇▇▇ Social Awareness Fund
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Fundamental Value Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Funds, Inc.
Large Cap Value Fund
U.S. Government Securities Fund
Short-Term Investment Grade Bond Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Income Funds
▇▇▇▇▇ ▇▇▇▇▇▇ Dividend and Income Fund
SB Convertible Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Diversified Strategic Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Exchange Reserve Fund
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Municipal High Income Fund
SB Capital and Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Total Return Bond Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Institutional Cash Management Fund Inc.
Cash Portfolio
Government Portfolio
Municipal Portfolio
--------------------------------------------------------------------------------
A-2
3
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Funds Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Funds -
Balanced All Cap Growth and Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Funds -
Large Cap Growth and Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Funds -
All Cap Growth and Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Funds -
Global All Cap Growth and Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Funds -
All Cap and International Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Government Securities Fund
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Global Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Real Return Strategy Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Series
▇▇▇▇▇ ▇▇▇▇▇▇ International Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Dividend Strategy Fund
SB Growth and Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Premier Selections All Cap Growth Portfolio (variable annuity)
▇▇▇▇▇ ▇▇▇▇▇▇ Growth and Income Portfolio (variable annuity)
SB Government Portfolio (variable annuity)
▇▇▇▇▇ ▇▇▇▇▇▇ Dividend Strategy Portfolio (variable annuity)
--------------------------------------------------------------------------------
A-3
4
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust
▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity California Municipals Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity New York Municipals Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth Fund
▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Index Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Core Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Classic Values Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Core Plus Bond Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Managed Municipals Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Municipals Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Money Funds, Inc.
Cash Portfolio
Government Portfolio
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Multiple Discipline Trust
Multiple Discipline Portfolio - All Cap Growth and Value
Multiple Discipline Portfolio - Large Cap Growth and Value
Multiple Discipline Portfolio - Global All Cap Growth and Value
Multiple Discipline Portfolio - Balanced All Cap Growth and Value
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Money Market Fund, Inc.
--------------------------------------------------------------------------------
A-4
5
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ New Jersey Municipals Fund Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Oregon Municipals Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Sector Series Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Financial Services Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Health Sciences Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Technology Fund
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Core Fund, Inc.
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ World Funds, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Inflation Management Fund
International All Cap Growth Portfolio
--------------------------------------------------------------------------------
High Income Opportunity Fund Inc.
--------------------------------------------------------------------------------
Intermediate Muni Fund, Inc.
--------------------------------------------------------------------------------
Managed High Income Portfolio Inc.
--------------------------------------------------------------------------------
Managed Municipals Portfolio Inc.
--------------------------------------------------------------------------------
Municipal High Income Fund Inc.
--------------------------------------------------------------------------------
A-5
6
--------------------------------------------------------------------------------
Real Estate Income Fund Inc.
--------------------------------------------------------------------------------
Citigroup Investments Corporate Loan Fund Inc.
--------------------------------------------------------------------------------
Zenix Income Fund Inc.
--------------------------------------------------------------------------------
Greenwich Street Series Fund
Appreciation Portfolio
Capital and Income Portfolio
Diversified Strategic Income Portfolio
Salomon Brothers Variable Aggressive Growth Fund
Equity Index Portfolio
Salomon Brothers Variable Growth & Income Fund
Fundamental Value Portfolio
--------------------------------------------------------------------------------
Travelers Series Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ International All Cap Growth Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Value Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Core Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Money Market Portfolio
Social Awareness Stock Portfolio
SB Adjustable Rate Income Portfolio
--------------------------------------------------------------------------------
The Salomon Brothers Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Investors Value Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Capital Fund Inc
--------------------------------------------------------------------------------
A-6
7
Salomon Brothers Series Funds Inc.
Salomon Brothers Balanced Fund
Salomon Brothers Cash Management Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers Institutional Money Market Fund
Salomon Brothers Large Cap Growth Fund
Salomon Brothers NY Municipal Money Mkt Fund
Salomon Brothers Small Cap Growth Fund
Salomon Brothers Strategic Bond Fund
Salomon Brothers Short/Intermediate US Government Fund
Salomon Brothers All Cap Value Fund
--------------------------------------------------------------------------------
Salomon Brothers Institutional Series Funds Inc.
Salomon Brothers Institutional High Yield Bond Fund
Salomon Brothers Institutional Emerging Markets Debt Fund
--------------------------------------------------------------------------------
Salomon Brothers Variable Series Funds Inc.
Salomon Brothers Variable All Cap Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Large Cap Growth Fund
Salomon Brothers Variable Small Cap Growth Fund
Salomon Brothers Variable Strategic Bond Fund
Salomon Brothers Variable Total Return Fund
--------------------------------------------------------------------------------
Salomon Brothers Opportunity Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Emerging Markets Debt Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Emerging Markets Income Fund Inc.
--------------------------------------------------------------------------------
A-7
8
--------------------------------------------------------------------------------
Salomon Brothers Emerging Markets Income Fund II
--------------------------------------------------------------------------------
Salomon Brothers Emerging Markets Floating Rate Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Capital & Income Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Global Partners Income Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Global High Income Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers High Income Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers High Income Fund II Inc
--------------------------------------------------------------------------------
Salomon Brothers Inflation Management Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Worldwide Income Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
--------------------------------------------------------------------------------
Salomon Brothers Municipal Partners Fund Inc.
--------------------------------------------------------------------------------
Salomon Brothers Municipal Partners Fund II Inc.
--------------------------------------------------------------------------------
Salomon Brothers Variable Rate Strategic Fund Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Liquid Reserves Portfolio
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tax Free Reserves Portfolio
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
U.S. Treasury Reserves Portfolio
--------------------------------------------------------------------------------
A-8
9
--------------------------------------------------------------------------------
CitiFunds Trust I
▇▇▇▇▇ ▇▇▇▇▇▇ Emerging Markets Equity Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Trust II (formerly CitiFunds Trust II)
▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation Fund II
▇▇▇▇▇ ▇▇▇▇▇▇ Diversified Large Cap Growth Fund
▇▇▇▇▇ ▇▇▇▇▇▇ International Large Cap Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Opportunities Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Short Duration Municipal Income Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CitiFunds Trust III
Citi Cash Reserves
Citi US Treasury Reserves
Citi California Tax Free Reserves
Citi Connecticut Tax Free Reserves
(includes ▇▇▇▇▇ ▇▇▇▇▇▇ Connecticut Money Market Portfolio Class A and
Class Y)
Citi New York Tax Free Reserves
Citi Tax Free Reserves
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CitiFunds Institutional Trust
Citi Institutional Liquid Reserves
Citi Institutional Cash Reserves
Citi Institutional US Treasury Reserves
Citi Institutional Tax Free Reserves
Citi Institutional Enhanced Income Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-9
10
--------------------------------------------------------------------------------
CitiFunds Premium Trust
Citi Premium Liquid Reserves
Citi Premium U.S. Treasury Reserves
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Salomon Funds Trust (formerly CitiFunds Tax Free Income Trust)
Salomon Brothers National Tax Free Bond Fund
Salomon Brothers California Tax Free Bond Fund
Salomon Brothers New York Tax Free Bond Fund
Salomon Brothers Mid Cap Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Institutional Portfolio
Institutional Enhanced Portfolio
Prime Cash Reserves Portfolio
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Variable Annuity Portfolios
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Opportunities Portfolio
--------------------------------------------------------------------------------
A-10
--------------------------------------------------------------------------------
Consulting Group Capital Markets Funds
Core Fixed Income Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
--------------------------------------------------------------------------------
A-11