CUSTODIAN CONTRACT
Between
THE SEVEN SEAS SERIES FUND
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
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PAGE
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1. Employment of Custodian and Property to be Held By It . . . . . . 1
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . 2
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . 3
2.3 Registration of Securities . . . . . . . . . . . . . . . . 8
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . 9
2.5 Payments for Shares. . . . . . . . . . . . . . . . . . . . 9
2.6 Availability of Federal Funds. . . . . . . . . . . . . . . 10
2.7 Collection of Income . . . . . . . . . . . . . . . . . . . 10
2.8 Payment of Fund Monies . . . . . . . . . . . . . . . . . . 11
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased. . . . . . . . . . . . . . . . . . 14
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund. . . . . . . . . . . . . . . . . . . 14
2.11 Appointment of Agents. . . . . . . . . . . . . . . . . . . 15
2.12 Deposit of Fund Assets in Securities System. . . . . . . . 16
2.12A Fund Assets Held in the Custodian's Direct Paper System. . 19
2.13 Segregated Account . . . . . . . . . . . . . . . . . . . . 21
2.14 Ownership Certificates for Tax Purposes. . . . . . . . . . 22
2.15 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.16 Communications Relating to Portfolio Securities. . . . . . 23
2.17 Authorized Persons . . . . . . . . . . . . . . . . . . . . 23
2.18 Proper Instructions. . . . . . . . . . . . . . . . . . . . 24
2.19 Actions Permitted Without Express Authority. . . . . . . . 25
2.20 Evidence of Authority. . . . . . . . . . . . . . . . . . . 26
2.21 Affiliation Between Fund and Custodian . . . . . . . . . . 26
2.22 Persons Having Access to Assets of the Portfolios. . . . . 27
3. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income . . . . . . . . 28
4. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5. Opinion of Fund's Independent Accountants . . . . . . . . . . . . 29
6. Reports to Fund by Independent Public Accountants . . . . . . . . 29
7. Compensation of Custodian . . . . . . . . . . . . . . . . . . . . 30
8. Responsibility of Custodian . . . . . . . . . . . . . . . . . . . 30
9. Effective Period, Termination and Amendment . . . . . . . . . . . 32
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10. Successor Custodian . . . . . . . . . . . . . . . . . . . . . . . 33
11. Interpretive and Additional provisions. . . . . . . . . . . . . . 35
12. Additional Funds. . . . . . . . . . . . . . . . . . . . . . . . . 35
13. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . . . 36
14. Prior Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 36
15. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . 36
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CUSTODIAN CONTRACT
This Contract between The Seven Seas Series Fund, a business trust organized and
existing under the laws of Massachusetts, having its principal place of business
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the "Fund,"
and State Street Bank and Trust company, a Massachusetts trust company, having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter called the "Custodian."
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in one series, The Seven
Seas Series Money Market Fund (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 12, being herein referred to as the "Portfolio(s)");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of the
Portfolios of the Fund pursuant to the provisions of the Declaration of Trust.
The Fund on behalf of the Portfolio(s) agrees to deliver to the Custodian all
securities and cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Portfolio(s) from time to time, and the cash consideration received
by it for such new or treasury shares of beneficial interest of the Fund
representing interests in the Portfolios, ("Shares") as may be issued or sold
from time to time. The Custodian shall not be responsible for any property of a
Portfolio held or received by the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section 2.18), the
Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians, but only in accordance with an applicable
vote by the Board of Trustees of the Fund on behalf of the applicable
Portfolio(s), and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-custodian so employed than any such sub-custodian has to the
Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN
2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property, including all
securities owned by
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such Portfolio, other than (a) securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of Treasury, collectively
referred to herein as "Securities System" and (b) commercial paper of an issuer
for which State Street Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in the Direct Paper System
of the Custodian pursuant to Section 2.12A.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver securities
owned by a Portfolio held by the Custodian or in a Securities System account of
the Custodian or in the Custodian's Direct Paper book entry system account
("Direct Paper System Account") only upon receipt of Proper Instructions from
the Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:
1. Upon sale of such securities for the account of the Portfolio and receipt
of payment therefor;
2. Upon the receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Portfolio;
3. In the case of a sale effected through a Securities System, in accordance
with the provisions of Section 2.12 hereof;
4. To the depository agent in connection with tender or other similar offers
for securities of the Portfolio;
5. To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to the Custodian;
6. To the issuer thereof, or its agent, for transfer into the name of the
Portfolio or into the name of any nominee or nominees of the Custodian or into
the name or nominee name of any agent appointed pursuant to Section 2.11 or into
the name or nominee name of any sub-custodian appointed pursuant to Article 1;
or for exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; PROVIDED that,
in any such case, the new securities are to be delivered to the Custodian;
7. Upon the sale of such securities for the account of the Portfolio, to the
broker or its clearing agent, against a receipt, for examination in accordance
with "street delivery" custom; provided that in any such case, the Custodian
shall have no responsibility or liability for any loss arising from the delivery
of such securities prior to receiving payment for such securities except as may
arise from the Custodian's own negligence or willful misconduct;
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8. For exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the securities of the issuer
of such securities, or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to the Custodian;
9. In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities or the
surrender of interim receipts of temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
10. For delivery in connection with any loans of securities made by the
Portfolio, BUT ONLY against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund on behalf of the Portfolio, which may
be in the form of cash or obligations issued by the United States Government,
its agencies or instrumentalities, except that in connection with any loans for
which collateral is to be credited to the Custodian's account in the book-entry
system authorized by the U.S. Department of the Treasury, the Custodian will not
be held liable or responsible for the delivery of securities owned by the
Portfolio prior to the receipt of such collateral;
11. For delivery as security in connection with any borrowings by the Fund on
behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of
the Portfolio, BUT ONLY against receipt of amounts borrowed;
12. For delivery in accordance with the provisions of any agreement among the
Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of
The National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13. For delivery in accordance with the provisions of any agreement among the
Fund on behalf of the Portfolio, the Custodian, and a Futures Commission
Merchant registered under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading Commission and/or any Contract
Market, or any similar organization or organizations, regarding account deposits
in connection with transactions by the Portfolio of the Fund;
14. Upon receipt of instructions from the transfer agent ("Transfer Agent") for
the Fund, for delivery to such Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be described from time to time in
the currently effective prospectus and statement of additional information of
the Fund, related to the Portfolio ("Prospectus"), in satisfaction of requests
by holders of Shares for repurchase or redemption; and
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15. For any other proper corporate purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the applicable
Portfolio, a certified copy of a resolution of the Board of Trustees or of
the Executive Committee signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, specifying the securities of the
Portfolio to be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities shall be
made.
2.3 REGISTRATION OF SECURITIES. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Portfolio or in the
name of any nominee of the Fund on behalf of the Portfolio or of any nominee
of the Custodian which nominee shall be assigned exclusively to the
Portfolio, UNLESS the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies
having the same investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in the name
or nominee name of any sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the Portfolio under the
terms of this Contract shall be in "street name" or other good delivery form.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the name of each Portfolio of the Fund, subject only
to draft or order by the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the
Portfolio, other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment
Company Act of 1940. Funds held by the Custodian for a Portfolio may be
deposited by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; PROVIDED, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall on
behalf of each applicable Portfolio be approved by vote of a majority of
the Board of Trustees of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
2.5 PAYMENTS FOR SHARES. The Custodian shall receive from the distributor for
the Shares or from the Transfer Agent of the Fund and deposit into the
account of the appropriate Portfolio such payments as are received for
Shares of that Portfolio issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund on behalf of each
such Portfolio and the Transfer Agent of any receipt by it of payments for
Shares of such Portfolio.
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2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions from the Fund on behalf of a
Portfolio, make federal funds available to such Portfolio as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of such Portfolio which are
deposited into the Portfolio's account.
2.7 COLLECTION OF INCOME. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
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 2.2 (10) shall be the responsibility of the Fund.
The Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall pay out monies
of a Portfolio in the following cases only:
1. Upon the purchase of 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 Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of the Portfolio or in
the name of a nominee of the Custodian referred to in Section 2.3 hereof or
in proper form for transfer; (b) in the case of a purchase effected through
a Securities System, in accordance with the conditions set forth in Section
2.12 hereof; (c) in the case of a purchase involving the Direct Paper
System, in accordance with the conditions set forth in Section 2.12A; (d)
in the case of repurchase agreements entered into between the Fund on
behalf of the Portfolio and the Custodian, or another bank, or a broker-
dealer which is a member of NASD, (i) against delivery of the securities
either in certificate form or through an entry crediting the 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
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by the Custodian to repurchase such securities from the Portfolio or (e)
for transfer to a time deposit account of the Fund in any bank whether
domestic or foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to Proper
Instructions from the Fund as defined in Section 2.18;
2. In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3. For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Section 2.10 hereof;
4. 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;
5. For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;
6. For payment of the amount of dividends received in respect of
securities sold short.
7. For any other proper purpose, BUT ONLY upon receipt of, in addition to
Proper Instructions from the Fund on behalf of the Portfolio, a certified
copy of a resolution of the Board of Trustees or of the Executive Committee
of the Fund signed by an officer of the Fund and certified by its Secretary
or an Assistant Secretary, specifying the amount of such payment, setting
forth the purpose for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person or persons to whom
such payment is to be made.
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of securities for the account of a
Portfolio is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund on
behalf of such Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND. From
such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the
Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their
Shares. In connection with the redemption or repurchase of Shares of a
Portfolio,
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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 of the Fund, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
2.11 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time to time direct;
PROVIDED, however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
1. The Custodian may keep securities of the Portfolio in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall not
include any assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
2. The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Portfolio;
3. The Custodian shall pay for securities purchased for the account of
the Portfolio upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the making
of an entry on the records of the Custodian to reflect such payment and
payment for the account of the Portfolio. Copies of all advices from the
Securities System of transfers of securities for the account of the
Portfolio shall identify the Portfolio, be maintained for the Portfolio by
the Custodian and be provided to the Fund at its request. Upon request,
the custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the Portfolio in
the form of a written advice or notice and shall furnish to the Fund on
behalf of the Portfolio
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copies of daily transaction sheets reflecting each day's transactions in
the Securities System for the account of the Portfolio.
4. The Custodian shall provide the Fund for the Portfolio with any report
obtained by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Securities System;
5. The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be, required
by Article 9 hereof;
6. Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the Portfolio for
any loss or damage to the Portfolio resulting from use of the Securities
System by reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities System or any other person
which the Custodian may have as a consequence of any such loss or damage if
and to the extent that the Portfolio has not been made whole for any such
loss or damage.
2.12A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian
may deposit and/or maintain securities owned by a Portfolio in the Direct
Paper System of the Custodian subject to the following provisions:
1. No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions from the Fund on behalf
of the Portfolio;
2. The Custodian may keep securities on the Portfolio in the Direct Paper
System only if such securities are represented in an account ("Account") of
the Custodian in the Direct Paper System which shall not include any assets
of the Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
3. The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall identify by
book-entry those securities belonging to the Portfolio;
4. The Custodian shall pay for securities purchased for the account of
the Portfolio upon the making of an entry on the records of the Custodian
to reflect such payment and transfer of securities to the account of the
Portfolio. The Custodian shall transfer securities sold for the account of
the Portfolio upon the making of an entry of the records of the Custodian
to reflect such transfer and receipt of payment for the account of the
Portfolio;
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5. The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the Portfolio, in
the form of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Securities System for the account of the
Portfolio;
6. The Custodian shall provide the Fund on behalf of the Portfolio with
any report on its system of internal accounting control as the Fund may
reasonably request from time to time.
2.13 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio establish
and maintain a segregated account or accounts for and on behalf of each
such Portfolio, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 2.12 hereof, (i) in accordance with the
provisions of any agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased or
sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, BUT ONLY, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the applicable
Portfolio, a certified copy of a resolution of the Board of Trustees or of
the Executive Committee signed by an officer of the Fund and certified by
the Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be
proper corporate purposes.
2.14 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 securities of each Portfolio held by it and in connection with
transfers of securities.
2.15 PROXIES. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Portfolio or a nominee of the
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Portfolio, all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the Portfolio such
proxies, all proxy soliciting materials and all notices relating to such
securities.
2.16 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. The Custodian shall
transmit promptly to the Fund for each Portfolio all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund on behalf of the
Portfolio and the maturity of futures contracts purchased or sold by the
Portfolio) received by the Custodian from issuers of the securities being
held for the Portfolio. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Portfolio all written information
received by the Custodian from issuers of the securities whose tender or
exchange is sought and from the party (or his agents) making the tender or
exchange offer. If the Portfolio desires to take action with respect to
any tender offer, exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three business days prior to
the date on which the Custodian is to take such action.
2.17 AUTHORIZED PERSONS. (a) Authorized Persons shall be deemed to include the
President, and any Vice President, the Secretary, the Treasurer, or any
other person, whether or not any such person is an officer or employee of
the Fund, only authorized by the Board of Trustees of the fund to give oral
instructions and written instructions on behalf of the Fund and listed in
the certification annexed hereto as Appendix A or such other certification
as may be received by the Custodian from time to time. (b) Annexed hereto
as Appendix A is a certification signed by two of the present officers of
the Fund setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present Authorized
Person ceases to be such an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected in
acting under the provisions of this Contract upon oral instructions or
signatures of the present Authorized Persons as set forth in the last
delivered certification.
2.18 PROPER INSTRUCTIONS. Proper Instructions as used throughout this Article 2
means a writing signed or initialled by one or more Authorized Persons.
Each such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be considered
Proper Instructions if the Custodian reasonably believes them to have been
given by an Authorized Person to give such instructions with respect to the
transaction involved. The Fund shall cause all oral transactions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the
Fund accompanied by a detailed description of procedures approved by the
Board of Trustees, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Board of Trustees and the Custodian are satisfied that such
-13-
procedures afford adequate safeguards for the Portfolios' assets. For
purposes of this Section, Proper Instructions shall include instructions
received by the Custodian pursuant to any three-party agreement which
requires a segregated asset account in accordance with Section 2.13.
2.19 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its
discretion, without express authority from the Fund on behalf of each
applicable Portfolio:
1. make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to the
Fund on behalf of the Portfolio;
2. surrender securities in temporary form for securities in definitive
form;
3. endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4. in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of the Portfolio except as otherwise
directed by the Board of Trustees.
2.20 EVIDENCE OF AUTHORITY. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Board of Trustees of the Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such vote or
(b) of any determination or of any action by the Board of Trustees pursuant
to the Declaration of Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
2.21 AFFILIATION BETWEEN FUND AND CUSTODIAN. It is understood the Trustees,
officers, employees, agents and shareholders of the Fund, and the officers,
directors, employees, agents and shareholders of the Fund's investment
advisor, are or may be interested in the Custodian as directors, officers,
employees, agents, stockholders, or otherwise, and that the directors,
officers, employees, agents or stockholders of the Custodian may be
interested in the Fund as Trustees, officers, employees, agents,
shareholders, or otherwise, or in the investment advisor as officers,
directors, employees, agents, shareholders or otherwise.
2.22 PERSONS HAVING ACCESS TO ASSETS OF THE PORTFOLIOS. (a) No Trustee,
officer, employee or agent of the Fund shall have physical access to the
assets of the Fund held by the Custodian or be authorized or permitted to
withdraw any investments of the Fund, nor shall the Custodian deliver any
assets of the Fund to any such person. No officer or director, employee or
agent of the Custodian who holds any
-14-
similar position with the Fund or the Adviser shall have access to the
assets of the Fund. (b) Only officers and employees of the Custodian shall
have access to the assets of the Fund. Such officers and employees shall
be identified by certification signed by a duly authorized officer of the
Custodian from time to time. The Custodian shall advise the Fund of any
change in the individual authorized to have access to the assets of the
Fund by written notice to the Fund. (c) Nothing in this Section 2.22 shall
prohibit any officer, employee or agent of the Fund, or any officer,
director, employee or agent of the Adviser, from giving oral instructions
or written instructions to the Custodian or executing a Certificate so long
as it does not result in delivery of or access to assets of the Fund
prohibited by paragraph (a) of this Section 2.22.
3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME.
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees of the Fund to keep
the books of account of each Portfolio and/or compute the net asset value
per share of the outstanding shares of each Portfolio or, if directed in
writing to do so by the Fund on behalf of the Portfolio, shall itself keep
such books of account and/or compute such net asset value per share. If so
directed, the Custodian shall also calculate daily the net income of the
Portfolio as described in the Fund's currently effective prospectus related
to such Portfolio and shall advise the Fund and the Transfer Agent daily of
the total amounts of such net income and, if instructed in writing by an
officer of the Fund to do so, shall advise the Transfer Agent periodically
of the division of such net income among its various components. The
calculations of the net asset value per share and the daily income of each
Portfolio shall be made at the time or times described from time to time in
the Fund's currently effective prospectus related to such Portfolio.
4. RECORDS
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and
any other law or administrative rules or procedures which may be applicable
to the Fund. All such records shall be the property of the Fund and shall
at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Fund,
Auditors employed by the Fund and employees and agents of the Securities
and Exchange Commission. The Custodian shall, at the Fund's request,
supply the Fund with a tabulation of securities owned by each Portfolio and
held by the Custodian and shall, when requested to do so by the Fund and
for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.
-15-
5. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from
year to year favorable opinions from the Fund's independent accountants
with respect to its activities hereunder in connection with the preparation
of the Fund's Form N-1A, Form N-SAR or other annual reports to the
Securities and Exchange Commission and with respect to any other
requirements of such Commission.
6. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each of the Portfolios
at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including securities deposited
and/or maintained in a Securities System, relating to the services provided
by the Custodian under this Contract; such reports, shall be of sufficient
scope and in sufficient detail, as may reasonably be required by the Fund
to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
7. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
8. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in
acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper
party or parities, including any futures commission merchant acting
pursuant to the terms of a three-party futures or options agreement. The
Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall
be without liability to the Fund for any action taken or omitted by it in
good faith without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters,
and shall be without liability for any action reasonably taken or omitted
pursuant to such advice. Notwithstanding the foregoing, the responsibility
of the Custodian with respect to redemptions effected by check shall be in
accordance with a separate Agreement entered into between the Custodian and
the Fund.
-16-
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Fund or the Portfolio being liable
for the payment of money or incurring liability of some other form, the
Fund on behalf of the Portfolio, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in
an amount and form satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose for the benefit of a Portfolio or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of
this Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the applicable Portfolio shall
be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or mailing;
PROVIDED, however, that the Custodian shall not with respect to a Portfolio
act under Section 2.12 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees of the Fund has approved the initial use of a particular
Securities System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has reviewed the use by such Portfolio of such Securities System,
as required in each case by Rule 17f-4 under the Investment Company Act of
1940, as amended and that the Custodian shall not with respect to a
Portfolio act under Section 2.12A hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has approved the initial use of the Direct Paper System
by such Portfolio and the receipt of an annual certificate of the Secretary
or an Assistant Secretary that the Board of Trustees has reviewed the use
by such Portfolio of the Direct Paper System; PROVIDED FURTHER, however,
that the Fund shall not amend or terminate this Contract in contravention
of any applicable federal or state regulations, or any provision of the
Declaration of Trust, and further provided, that the Fund on behalf of one
or more of the Portfolios may at any time by action of its Board of
Trustees (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or upon the
happening of a like
-17-
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of
the date of such termination and shall likewise reimburse the custodian for
its costs, expenses and disbursements.
10. SUCCESSOR CUSTODIAN
If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian
shall, upon termination, deliver to such successor custodian at the office
of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of
each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Fund, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered
to the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Investment Company Act
of 1940, doing business in Boston, Massachusetts, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by
its last published report, of not less than $25,000,000, all securities,
funds and other properties held by the Custodian on behalf of each
applicable Portfolio and all instruments held by the Custodian relative
thereto and all other property held by it under this Contract on behalf of
each applicable Portfolio and to transfer to an account of such successor
custodian all of the securities of each such Portfolio held in any
Securities System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to
or of the Board of Trustees to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period
as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
11. INTERPRETIVE AND ADDITIONAL PROVISIONS
-18-
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor
of this Contract. Any such interpretive or additional provisions shall be
in a writing signed by both parties and shall be annexed hereto, PROVIDED
that no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Declaration
of Trust of the Fund. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
12. ADDITIONAL FUNDS
In the event the Fund establishes one or more series of Shares in addition
to The Seven Seas Series Money Market Fund with respect to which it desires
to have the Custodian render services as custodian under the terms hereof,
it shall so notify the Custodian in writing, and if the Custodian agrees in
writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
13. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.
14. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.
15. LIMITATION OF LIABILITY
The Master Trust Agreement dated October 3, 1987, as amended from time to
time, establishing the Fund, which is hereby referred to and a copy of
which is on file with the Secretary of The Commonwealth of Massachusetts,
provides that the name The Seven Seas Series Fund means the Trustees from
time to time serving (as Trustees but not personally) under said Master
Trust Agreement. It is expressly acknowledged and agreed that the
obligations of the Fund hereunder shall not be binding upon any of the
Shareholders, Trustees, officers, employees, or agents of the Fund,
personally, but shall bind only the trust property of the Fund, as provided
in its Master Trust Agreement. The execution and delivery of this
Agreement have been authorized by the Trustees of the Fund and signed by an
officer of the Fund, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on
any of them personally, but shall bind only the trust property of the Fund
as provided in its Master Trust Agreement.
-19-
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 11th day of April, 1988.
ATTEST THE SEVEN SEAS SERIES FUND
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- -------------------------
Secretary Vice President
ATTEST STATE STREET BANK AND
TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/
---------------------------- -----------------------------
Assistant Secretary Vice President
-20-
APPENDIX A
LIST OF AUTHORIZED PERSONS
The Board of Trustees of The Seven Seas Series Fund (the "Trustees") hereby
certifies that the persons whose names appear below are Authorized Persons
within the meaning of Section 2.17 of the Custodian Contract dated April 11,
1988 between The Seven Seas Series Fund and State Street Bank and Trust Company
(the "Custodian"). The Trustees further certify that the true signature of each
such person is set forth below opposite his name, and that the Custodian may
rely upon this list of Authorized Persons until such time as it receives another
such list bearing a later date.
The following officers of the Fund are Authorized Persons any two of whom are
empowered to instruct and otherwise deal with the Custodian for all purposes on
behalf of the Fund.
NAME AND TITLE SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Chief Executive Officer and
Chairman of the Board /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Operations /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Treasurer /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Secretary /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
The following persons are Authorized Persons empowered to instruct and otherwise
deal with the Custodian in connection with the purchase or sale of any
securities on behalf of the Fund.
NAME AND TITLE SIGNATURE
------------------------------------ -------------------------
▇▇▇▇ ▇▇▇▇, Assistant Vice President /s/ ▇▇▇▇ ▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇, Senior Administrator /s/ ▇▇▇▇ ▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Domestic
Operations Manager /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Account
Administrator /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
VICE PRESIDENT
-21-
Dated April 11, 1988
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
VICE PRESIDENT
-▇▇-
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
THE SEVEN SEAS SERIES FUND
PORTFOLIO ADMINISTRATION
------------------------
a fee, payable monthly on a pro rata basis, based on the following percentages
of average daily net assets of the Fund: $0 up to $1.5 billion -- .20%, over
$1.5 billion -- .015%.
For the purposes of calculating the break point, the assets of individual
portfolios will be aggregated.
PORTFOLIO TRADING
-----------------
$ 18.00 DTC and Fed Book Entry Trade
$ 9.00 DTC trades for The Seven Seas Series S&P 500 Index Fund
The Seven Seas Series S&P Midcap Index Fund
The Seven Seas Series Matrix Synthesis Fund
$ 25.00 Each Physical Trade
$ 110.00 Each Eurodollar Transaction
$ 125.00 Each Euroclear Transaction
$ 8.00 Each NY Fed Maturity
OPTIONS
-------
$ 25.00 For Each Option Written
$ 25.00 For Each Option Bought Back
$ 25.00 For Each Option Expired
$ 25.00 For Each Option Executed
$ 18.00 If Third Party Agreement Utilized
FUTURES
--------
$ 25.00 Per Transaction
$ 18.00 If Third Party Agreement Utilized
PRICING
-------
This service provides securities pricing on request. Services and fees are
based on the schedule below. Reports can be generated at State Street or on a
remote basis via PC. Reporting has both up load and down load capabilities.
Customized reports may require programming fees.
-23-
Monthly charges for the State Street Bank Automated Pricing System are
determined by:
1. Mix of security positions;
2. The number of positions that are priced during the month.
Monthly Base Fee $375.00
Monthly Quote Charge:
Municipal Bond via ▇▇▇▇▇▇ Data $ 16.00
Municipal Bonds via ▇▇▇▇▇/S&P Evaluation Services $ 16.00
Government, Corporate, etc., via ▇▇▇▇▇/S&P $ 11.00
Government, Corporate and Convertible Bonds
via ▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 11.00
Corporate and Government Bonds via ▇▇▇▇▇▇ Data $ 11.00
Foreign Bonds via Extel $ 10.00
Options, Futures and Private Placements $ 6.00
Listed Equities (including International)
and OTC Equities $ 6.00
Corporate, Municipal, Convertible and Government Bonds,
Adjustable Rate Preferred Stocks via IDC $ 13.00
For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio
ON-LINE SERVICE CHARGES
------------------------
Accounting $80.00 Per Month Per Fund
Hourly Mainframe Usage $50.00 Per Hour
ADDITIONAL INTERNATIONAL FEES
25 Basis Points of Net Assets
$20.00 Per Trade
-24-
OUT-OF-POCKET EXPENSES AT COST
-------------------------------
Include but is not limited to: postage, transfer fees, stamp duties, government
taxes, wire fees, telexes, freight, telephones, etc.
Effective Date: September 1, 1993
Approved: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
The Seven Seas Series Fund
Date: 10/18/93
Approved: /s/
State Street Bank and Trust Company
Date: 10/26/93
-25-
SCHEDULE A
17f-5 APPROVAL
The Board of Directors/Trustees of The Seven Seas Series Fund has approved
certain foreign banking institutions and foreign securities depositories within
State Street's Global Custody Network for use as subcustodians for the Fund's
securities, cash and cash equivalents held outside of the United States. Board
approval is as indicated by the Fund's Authorized Officer:
Fund
Officer
Initials Country Subcustodian Central Depository
_____ Argentina Citibank, N.A. Caja de Valores S.A.
_____ Australia Westpac Banking Austraclear Limited;
Corporation
Reserve Bank Information
and Transfer System (RITS)
_____ Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft Kontrollbank AG
der Sparkassen
_____ Bangladesh Standard Chartered Bannk None
_____ Belgium Generale Bank Caisse Interprofessionnelle
de Depots et de Virements
de Titres S.A. (CIK);
Banque Nationale de
Belgique
_____ Brazil Citibank, N.A. Bolsa de Valores de Sao
Paulo (Bovespa);
Banco Central do Brasil,
Systema Especial de
Liquidcao e Custodia
(SELIC)
_____ Canada Canada Trustco The Canadian Depository
Mortgage Company for Securities Limited (CDS)
_____ Chile Citibank, N.A. None
-26-
Fund
Officer
Initial Country Subcustodian Central Depository
_____ China The Hongkong and Shanghai Securities Central
Shanghai Banking Clearing and Registrations
Corporation Limited Corporation (SSCCRC);
Shenzhen Securities
Registrars Co., Ltd. and its
designated agent banks
_____ Colombia Cititrust Colombia S.A. None
Sociedad Fiduciaria
_____ Cyprus Barclays Bank PLC None
_____ Czech Republic Ceskoslovenska Obchodni Stredisko Cennych Papiru
Banka A.S. (SCP)
_____ Denmark Den Danske Bank Vdipapircentralen - The
Danish Securities Center
(VP)
_____ Egypt National Bank of Egypt None
_____ Finland Kansallis-Osake-Pankki The Central Share Register
of Finland
_____ France Banque Paribas Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres
(SICOVAM);
Banque de France,
Saturne System
_____ Germany Berliner Handels- The Dutscher Kassenverein
und Frankfurter Bank AG
_____ Greece National Bank of Greece The Central Securities
S.A. Depositor (Apothetirio
Titlon A.E.)
_____ Hong Kong Standard Chartered Bank The Central Clearing and
Settlement System (CCASS)
-27-
Fund
Office
Initials Country Subcustodian Central Depository
_____ Hungary Citibank Budapest Rt. None
_____ India The Hongkong and None
Shanghai Banking
Corporation Limited
_____ Indonesia Standard Chartered Bank None
_____ Ireland Bank of Ireland None;
The Central Bank of Ireland,
The Gilt Settlement Office
(GSO)
_____ Israel Bank Hapoalim B.M. The Clearing House of the
Tel Aviv Stock Exchange
_____ Italy ▇▇▇▇▇▇ Guaranty Monte Titoli S.p.A.;
Trust Company
Banca d'Italia
_____ Japan Sumitomo Trust & None;
Banking Co., Ltd.
Bank of Japan Net System
_____ Jordan The British Bank of the None
Middle East
_____ Korea Bank of Seoul None
_____ Malaysia Standard Chartered Bank None
Malaysia Berhad
_____ Mexico Citibank, N.A. S.D. INDEVEL, S.A. de
C.V. (Instituto para el
Deposito de Valores);
Banco de Mexico
_____ Morocco Banque Commerciale None
due Maroc
-28-
Fund
Officer
Initials Country Subcustodian Central Depository
_____ Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor Giraal
Effectenverkeer B.V.
(NECIGEF)
_____ New Zealand ANZ Banking Group None
(New Zealand) Limited
The Reserve Bank of
New Zealand,
Austraclear NZ
_____ Norway Christiania Bank og Verdipapirsentralen -
Kreditkasse The Norwegian Registry
of Securities (VPS)
_____ Pakistan Deutsche Bank AG None
_____ Peru Citibank, N.A. Caja de Valores (CAVAL)
_____ Philippines Standard Chartered Bank None
_____ Poland Citibank Poland S.A. The National Depository
of Securities (Centrum
Krajowego Depozytu
Papierow Wartosciowych)
_____ Portugal Banco Comercial Portugus Central de Valores
Mabilirios (Central)
_____ Singapore The Development Bank The Central Depository
of Singapore Ltd. (Pte) Limited (CDP)
_____ South Africa Standard Bank of None
South Africa Limited
_____ Spain Banco Santander, S.A. Servicio de Compensacion y
Liquidacion de Valores
(SCLV);
Banco de Espana,
Anotaciones en Cuenta
-29-
Fund
Officer
Initials Country Subcustodian Central Depository
_____ Sri Lanka The Hongkong and The Central Depository
Shanghai Banking System (Pvt) Limited
Corporation Limited
_____ Sweden Skandinaviska Enskilda Vadepapperscentralen -
Banken The Swedish Securities
Register Center (VPC)
_____ Switzerland Union Bank of Switzerland Schweizerische Effekten -
Giro AG (SEGA)
_____ Taiwan Central Trust of China The Taiwan Securities
Central Depository
Company, Ltd., (TSCD)
_____ Thailand Standard Chartered Bank The Share Depository
Center (SDC)
_____ Turkey Citibank, N.A. Istanbul Stock Exchange
Settlement and Custody Co.,
Inc. (I.M.K.B. Takas ve
Saklama A.S.)
_____ United State Street Bank and None;
Kingdom Trust Company
The Bank of England,
The Central Gilts Office
(CGO);
The Central Moneymarkets
Office (CMO)
_____ Uruguay Citibank, N.A. None
_____ Venezuela Citibank, N.A. None
_____ Zimbabwe Barclays Bank of Zimbabwe None
Limited
_____ Euroclear / State Street London Limited
-30-
_____ Cedel / State Street London Limited
Certified by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 10/26/94
----------------------- --------------
Fund's Authorized Officer Date
-31-
AMENDMENT NO. 1 TO THE CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and The Seven Seas Series Fund (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract dated
April 11, 1988 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the securities and other assets
of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract to
provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain foreign
banking institutions and foreign securities depositories acting as sub-
custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;
NOW, THEREFORE, in consideration of the premises and covenants contained herein,
the Custodian and the Fund hereby amend the Custodian Contract by the addition
of the following terms and conditions:
1. APPOINTMENT OF FOREIGN SUB-CUSTODIANS
The Fund hereby authorizes and instructs the Custodian to employ as sub-
custodians for the fund's securities and other assets maintained outside the
United States the foreign banking institutions and foreign securities
depositories designated Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions," as defined in Section 2.18 of the Custodian
Contract, together with a certified resolution of the Fund's Board of Trustees,
the Custodian and the Fund may agree to amend Schedule A hereto from time to
time to designate additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper Instructions, the
Fund may instruct the Custodian to cease the employment of any one or more of
such sub-custodians for maintaining custody of the Fund's assets.
2. ASSETS TO BE HELD
The Custodian shall limit the securities and other assets maintained in the
custody of the foreign sub-custodians to: (a) "foreign securities," as defined
in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and
(b) cash and cash equivalents in such amounts as the Custodian or the Fund may
determine to be reasonably necessary to effect the Fund's foreign securities
Transactions.
3. FOREIGN SECURITIES DEPOSITORIES
Except as may otherwise be agreed upon in writing by the Custodian and the Fund,
assets of the Fund shall be maintained in foreign securities depositories only
through arrangements implemented by the foreign banking institutions serving as
sub-custodians
-32-
pursuant to the terms hereof. Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 5 hereof.
4. SEGREGATION OF SECURITIES
The Custodian shall identify on its books as belonging to the Fund, the foreign
securities of the Fund held by each foreign sub-custodian. Each agreement
pursuant to which the Custodian employs a foreign banking institution shall
require that such institution establish a custody account for the Custodian on
behalf of the fund and physically segregate in that account, securities and
other assets of the Fund, and, in the event that such institution deposits the
Fund's securities in a foreign securities depository, that it shall identify on
its books as belonging to the Custodian, as agent for the Fund, the securities
so deposited.
5. AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS
Each agreement with a foreign banking institution shall be substantially in the
form set forth in Exhibit 1 hereto and shall provide that: (a) the Fund's
assets will not be subject to any right, charge, securities interest, lien or
claim of any kind in favor of the foreign banking institution or its creditors
or agents, except a claim of payment for their safe custody or administration;
(b) beneficial ownership for the Fund's assets will be freely transferable
without the payment of money or value other than for custody or administration;
(c) adequate records will be maintained identifying the assets as belonging to
the Fund; (d) officers of or auditors employed by, or other representatives of
the Custodian, including to the extent permitted under applicable law the
independent public accountants for the Fund, will be given access to the books
and records of the foreign banking institution relating to its actions under its
agreement with the Custodian; and (e) assets of the Fund held by the foreign
sub-custodian will be subject only to the instructions of the Custodian or its
agents.
6. ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND
Upon request of the Fund, the Custodian will use its best efforts to arrange for
the independent accountants of the Fund to be afforded access to the books and
records of any foreign banking institution employed as a foreign sub-custodian
insofar as such books and records relate to the performance of such foreign
banking institution under its agreement with the Custodian.
7. REPORTS BY CUSTODIAN
The Custodian will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of the Fund held
by foreign sub-custodians, including but not limited to an identification of
entities having possession of the Fund's securities and other assets and advices
or notifications of any transfers of securities to or from each custodial
account maintained by a foreign banking institution for the Custodian on behalf
of the Fund indicating, as to securities acquired for the Fund, the identity of
the entity having physical possession of such securities.
-33-
8. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT
(a) Except as otherwise provided in paragraph (b) of this Section 8, the
provisions of Section 2.2 and 2.9 of the Custodian Contract shall apply, MUTATIS
MUTANDIS to the foreign securities of the Fund held outside the United States by
foreign sub-custodians.
(b) Notwithstanding any provision to the Custodian Contract to the contrary,
settlement and payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund may be effected in
accordance with the customary established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefore (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set forth
in Section 2.3 of the Custodian Contract, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such securities.
9. LIABILITY OF FOREIGN SUB-CUSTODIANS
Each agreement pursuant to which the Custodian employs a foreign banking
institution as a foreign sub-custodian shall require the institution to exercise
reasonable care in the performance of its duties and to indemnify, and hold
harmless, the Custodian and each Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the Fund, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to any claims against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost, expense, liability
or claim.
10. LIABILITY OF CUSTODIAN
The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to sub-custodian
generally in the Custodian Contract and, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign securities
depository or a branch of a US bank as contemplated by paragraph 13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism or any loss where the sub-custodian has otherwise
exercised reasonable care. Notwithstanding the foregoing provisions of this
paragraph 10, in delegating custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility to the Fund for any loss
due to such delegation, except such loss as may result from (a) political risk
(including, but not limited to, exchange control restrictions, confiscation,
expropriation, nationalization, insurrection, civil strife or armed hostilities)
or (b) other losses (excluding a bankruptcy or insolvency
-▇▇-
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd. not caused by political risk) due to acts of God,
nuclear incident or other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
11. REIMBURSEMENT FOR ADVANCES
If the Fund requires the Custodian to advance cash or securities for any purpose
including the purchase or sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of the Fund
assets to the extent necessary to obtain reimbursement.
12. MONITORING RESPONSIBILITIES
The Custodian shall furnish annually to the Fund, during the month of June,
information concerning the foreign sub-custodians employed by the Custodian.
Such information shall be similar in kind and scope to that furnished to the
Fund in connection with the initial approval of this amendment to the Custodian
Contract. In addition, the Custodian will promptly inform the Fund in the event
that the Custodian learns of a material adverse change in the financial
condition of a foreign sub-custodian or any material loss of the assets of the
Fund or in the case of any foreign sub-custodian not the subject of an exemptive
order from the Securities and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial likelihood that its
shareholders' equity will decline below $200 million (US dollars or the
equivalent thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted US
accounting principals).
13. BRANCHES OF US BANKS
(a) Except as otherwise set forth in this amendment to the Custodian Contract,
the provisions hereof shall not apply where the custody of the Fund assets is
maintained in a foreign branch of a banking institution which is a "bank" as
defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the
qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 1 of the Custodian
Contract.
(b) Cash held for the Fund in the United Kingdom shall be maintained in an
interest bearing account established for the Fund with the Custodian's London
Branch, which account shall be subject to the direction of the Custodian, State
Street London Ltd. or both.
-35-
14. APPLICABILITY OF CUSTODIAN CONTRACT
Except as specifically superseded or modified herein, the terms and provisions
of the Custodian Contract shall continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
8th day of January, 1992.
ATTEST: THE SEVEN SEAS SERIES FUND
/s/ ▇▇▇▇▇▇ ▇. Early /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- ---------------------------------
Its: Vice President Senior Vice President - Operations
ATTEST STATE STREET BANK AND
TRUST COMPANY
/s/ /s/
---------------------- ----------------------------
Assistant Secretary Vice President
-36-
EXHIBIT 1
CUSTODIAN AGREEMENT
To:
Gentlemen:
The undersigned ("State Street") hereby requests that you (the "Bank") establish
a custody account and a cash account for each State Street client whose account
is identified to this Agreement. Each such custody or cash account as
applicable will be referred to herein as the "Account" and will be subject to
the following terms and conditions:
1. The Bank shall hold as agent for State Street and shall physically
segregate in the Account such cash, bullion, coin, stocks, shares, bonds,
debentures, notes and other securities and other property which is delivered to
the Bank for that State Street Account (the "Property").
2. (a) Without the prior approval of State Street it will not deposit
securities in any securities depository or utilize a clearing agency,
incorporated or organized under the laws of a country other than the United
States, unless such depository or clearing house operates the central system for
handling of securities or equivalent book-entries.
(b) When Securities held for an Account are deposited in a securities
depository or clearing agency by the Bank, the Bank shall identify on its books
as belonging to State Street as agent for such Account, the Securities so
deposited.
The Bank represents that either:
3. (a) It currently has stockholders' equity in excess of $200 million (US
dollars or the equivalent of US dollars computed in accordance with generally
accepted US accounting principals) and will promptly inform State Street in the
event that there appears to be a substantial likelihood that its stockholders'
equity will decline below $200 million; or time as its stockholders' equity in
fact declines below $200 million; or
(b) It is the subject of an exemptive order issued by the United States
Securities and Exchange Commission, which such order permits State Street to
employ the Bank as a subcustodian, notwithstanding the fact that the Bank's
stockholders' equity is currently below $200 million or may in the future
decline below $200 million due to currency fluctuation.
4. Upon the written instructions of State Street as permitted by Section 8,
the Bank is authorized to pay out cash from the Account and to sell, assign,
transfer, deliver or exchange, or to purchase for the Account, any and all
stocks, bonds, debentures, notes
-37-
and other securities ("Securities"), bullion, coin and other property, but only
as provided in such written instructions. The Bank shall not be held liable for
any act or omission to act on instructions given or purported to be given should
there be any error in such instructions.
5. Unless the Bank receives written instructions of State Street to the
contrary, the Bank is authorized.
(a) To promptly receive and collect all income and principal with respect
to the Property and to credit cash receipts to the Account;
(b) To promptly exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of temporary Securities
for those in definitive form and the exchange of warrants, or other documents of
entitlement to Securities, for the Securities themselves);
(c) To promptly surrender Securities at maturity or when called for
redemption upon receiving payment therefor;
(d) Whenever notification of a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend or stock split is received for the
Account and such rights entitlement or fractional interest bears an expiration
date, the Bank will endeavor to obtain State Street's instructions, but should
these not be received in time for the Bank to take timely action, the Bank is
authorized to sell such rights entitlement or fractional interest and to credit
the Account;
(e) To hold registered in the name of the nominee of the Bank or its
agents such Securities as are ordinarily held in registered form;
(f) To execute in State Street's name for the Account, whenever the Bank
deems it appropriate, such ownership and other certificates as may be required
to obtain the payment of income from the Property; and
(g) To pay or cause to be paid from the Account any and all taxes and
levies in the nature of taxes imposed on such assets by any governmental
authority, and shall use reasonable efforts to promptly reclaim any foreign
withholding tax relating to the Account.
6. If the Bank shall received any proxies, notices, reports, or other
communications relative to any of the Securities of the Account in connection
with tender offers, reorganizations, mergers, consolidations, or similar events
which may have an impact upon the issuer thereof, the Bank shall promptly
transmit any such communication to State Street by means as will permit State
Street to take timely action with respect thereto.
7. The Bank is authorized in its discretion to appoint brokers and agents in
connection with the Bank's handling of transactions relating to the Property
provided that any such appointment shall not relieve the Bank of any of its
responsibilities or liabilities hereunder.
-38-
8. Written instructions shall include (i) instructions in writing signed by
such persons as are designated in writing by State Street, (ii) telex or tested
telex instructions of State Street, (iii) other forms of instruction in computer
readable form as shall be customarily utilized for the transmission of like
information and (iv) other forms of communication as from time to time shall be
agreed upon by State Street and the Bank.
9. The Bank shall supply periodic reports with respect to the safekeeping of
assets held by it under this Agreement. The content of such reports shall
include but not be limited to any transfer to or from any Account held by the
Bank hereunder and such other information as State Street may reasonably
request.
10. In addition to its obligations under Section 2 hereof, the Bank shall
maintain such other records as may be necessary to identify the assets hereunder
as belonging to each State Street client identified to this Agreement from time
to time.
11. The Bank agrees that its books and records relating to its actions under
this Agreement shall be opened to the physical, on-premises inspection and audit
at reasonable times by officers of, auditors employed by or other
representatives of State Street (including to the extent permitted under
______________ law the independent public accountants for any entity whose
Property is being held hereunder) and shall be retained for such period as shall
be agreed by State Street and the Bank.
12. The Bank shall be entitled to reasonable compensation for its services and
expenses as custodian under this Agreement, as agreed upon from time to time by
the Bank and State Street.
13. The Bank shall exercise reasonable care in the performance of its duties as
are set forth or contemplated herein or contained in instructions given to the
Bank which are not contrary to this Agreement, and shall maintain adequate
insurance and agrees to indemnify and hold State Street and each Account from
and against any loss, damage, cost, expense, liability or claim arising out of
or in connection with the Bank's performance of its obligations hereunder.
14. The Bank agrees that (i) the Property is not subject to any right, charge,
security interest, lien or claim of any kind in favor of the Bank or any of its
agents or its creditors except a claim of payment for their safe custody and
administration and (ii) the beneficial ownership of the Property shall be freely
transferable without the payment of money or other value other than for safe
custody or administration.
15. This Agreement may be terminated by the Bank or State Street by at least 60
days' written notice to the other, sent by registered mail or express courier.
The Bank, upon the date this Agreement terminates pursuant to notice which has
been given in a timely fashion, shall deliver the Property in accordance with
written instructions of State Street specifying the name(s) of the person(s) to
whom the Property shall be delivered.
-39-
16. The Bank and State Street shall each use its best efforts to maintain the
confidentiality of the Property in each Account, subject, however, to the
provisions of any laws requiring the disclosure of the Property.
17. The Bank agrees to follow such Operating Requirements as State Street may
require from time to time. A copy of the current State Street Operating
Requirements is attached as an exhibit to this Agreement.
18. Unless otherwise specified in this Agreement, all notices with respect to
matters contemplated by this Agreement shall be deemed duly given when received
in writing or by tested telex by the Bank or State Street at their respective
addresses set forth below, or at such other address as specified in each case in
a notice similarly given:
To State Street: Global Custody Services Division
State Street Bank and Trust Company
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Bank:
19. This Agreement shall be governed by and construed in accordance with the
laws of _________________.
Please acknowledge your agreement to the foregoing by executing a copy of this
letter.
Very truly yours,
State Street Bank and Trust Company
By:
---------------------------
Agreed to by:
By
----------------------------
Date
--------------------------
-▇▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating a new series to be named
The Seven Seas Series US Government Money Market Fund (the "Fund") and that The
Seven Seas Series Fund desires State Street Bank and Trust Company to serve as
custodian with respect to the Fund pursuant to the terms and conditions of the
Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Fund shall be until April 12, 1992.
Please acknowledge your acceptance of acting as Custodian to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/
---------------------------
-41-
LETTER AGREEMENT
January 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating six new series to be
named The Seven Seas Series Short Term Government Bond Fund, The Seven Seas
Series S&P 500 Index Fund, The Seven Seas Series S&P Midcap Index Fund, The
Seven Seas Series Matrix Synthesis Fund, The Seven Seas Series International
European Index Fund, and The Seven Seas Series International Pacific Index Fund
(the "New Funds") and that The Seven Seas Series Fund desires State Street Bank
and Trust Company to serve as Custodian with respect to the New Funds pursuant
to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1993.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/
------------------------------
-42-
LETTER AGREEMENT
July 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating two new series to be
named The Seven Seas Series Bond Market Fund and The Seven Seas Series Yield
Plus Fund (the "New Funds") and that The Seven Seas Series Fund desires State
Street Bank and Trust Company to serve as Custodian with respect to the New
Funds pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. Weberh
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/
------------------------
-43-
LETTER AGREEMENT
The Seven Seas Series US Treasury Money Market Fund
The Seven Seas Series US Treasury Obligations Fund
Custodian Contract
January 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating two new series to be
named The Seven Seas Series US Treasury Money Market Fund and The Seven Seas
Series US Treasury Obligations Fund (the "New Funds") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as Custodian
with respect to the New Funds pursuant to the terms and conditions of the
Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/
-44-
LETTER AGREEMENT
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
Custodian Contract
January 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating two new series to be
named The Seven Seas Series Growth and Income Fund and The Seven Seas Series
Intermediate Fund (the "New Funds") and that The Seven Seas Series Fund desires
State Street Bank and Trust Company to serve as Custodian with respect to the
New Funds pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 12, 1994.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Senior Vice President
-▇▇-
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
THE SEVEN SEAS EMERGING MARKETS FUND
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I. CUSTODY, PORTFOLIO AND FUND ACCOUNTING SERVICE - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledge and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average daily net assets.
A. PORTFOLIO ADMINISTRATION
$0 up to $100 Million .05%
$100 Million to $200 Million .03%
Over $200 Million .02%
B. GLOBAL CUSTODY - Comprised of asset charges and transaction charges
GROUP I GROUP II GROUP III GROUP IV GROUP V
------- -------- --------- -------- -------
Euroclear Australia Italy S. Korea Bangladesh
Cedel Netherlands Belgium Portugal China
Japan New Zealand Norway Spain Columbia
Germany Switzerland Hong Kong Sri Lanka Cypress
Canada Denmark Mexico Philippines Hungary
Austria France Thailand Taiwan S. Africa
Ireland Finland Malaysia Poland
United Kingdom Sweden Egypt
Singapore Indonesia Peru
Israel
Uruguay
Turkey
Argentina
Brazil
Chile
Greece
Venezuela
Pakistan
India
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Asset Charge:
(in Basis Points)
*GROUP *GROUP *GROUP *GROUP *GROUP
I II III IV V
First $50 Million 6 11 18 25 40
Over $50 Million 5 10 16 20 40
*Excludes: agent, depository and local auditing fees, stamp duties and
registration fees.
Transaction Charge:
GROUP GROUP GROUP GROUP GROUP
I II III IV V
$25 $50 $60 $70 $150
II. PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED
DTC and Fed Book Entry $18.00
DTC charges for trades sent via electronic trade delivery 9.00
New York Physical Settlements 25.00
All other trades 20.00
III. OPTIONS
Option charge for each option written or closing contract,
per issue, per broker $25.00
Option expiration charge, per issue, per broker 15.00
Option exercised charge, per issue, per broker 15.00
IV. FUTURES
Per transaction $25.00
If third party agreement utilized 18.00
V. PRICING FEE
This service provides securities pricing on request. Services and fees are
based on the schedule below.
Monthly charges for the State Street Bank Automated Pricing System are
determined by:
1. Mix of security positions
2. The number of positions that are priced during the month
Monthly Base Fee $375.00
-47-
Monthly Quote Charge:
Foreign Bonds via Extel $ 10.00
Options, Futures and Private Placements 6.00
Listed equities (including international) and OTC equities 6.00
All other 11.00
For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio.
VI. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited
to the following:
Telephone
Wire Charges ($4.70 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges (Out-of-Pockets issued by Sub-custodians)
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
PTC Deposit/Withdrawal for same day turnarounds - $50.00
THE SEVEN SEAS EMERGING STATE STREET BANK AND
MARKETS FUND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/
--------------------------------- ---------------------------
Vice President and Fund Treasurer Vice President
Date: December 22, 1993 Date: December 23, 1993
-48-
LETTER AGREEMENT
The Seven Seas Series Prime Money Market Portfolio
The Seven Seas Series Emerging Markets Fund
Custodian Contract
January 19, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating two new series to be
named The Seven Seas Series Prime Money Market Portfolio and The Seven Seas
Series Emerging Markets Fund (the "Portfolios") and that The Seven Seas Series
Fund desires State Street Bank and Trust Company to serve as Custodian with
respect to the Portfolios pursuant to the terms and conditions of the Custodian
Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the New Funds shall be until April 6, 1994.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/
------------------------
-▇▇-
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & TRUST COMPANY
CUSTODIAN FEE SCHEDULE
THE SEVEN SEAS SERIES FUND
MULTIPLE CLASS OF SHARES
An additional $18,000 annual fee will be applied for each class of shares,
excluding the initial class of shares if more than one class of shares is
operational in a fund.
Effective Date: February 17, 1994
Approved: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
The Seven Seas Series Fund
Date: 4/14/94
Approved: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
State Street Bank & Trust Company
Date: 2/17/94
-▇▇-
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & TRUST COMPANY
CUSTODIAN FEE SCHEDULE
THE SEVEN SEAS SERIES FUND
EARNINGS CREDIT
A balance credit will be applied against the custody fees (excluding Out-of-
Pocket expenses). The credit is based on 50% of the average 90 day Treasury
▇▇▇▇ rate for the month, times the average collected balance in the custodian
demand deposit account for the month billed.
Effective Date: June 1, 1994
Approved: Approved:
/s/ /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------------------
The Seven Seas Series Fund State Street Bank & Trust Company
Date: 5/12/94 Date: 5/10/94
-51-
LETTER AGREEMENT
The Seven Seas Series Tax Free Money Market Fund
Custodian Contract
July 13, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that it is creating a new series to be named
The Seven Seas Series Tax Free Money Market Fund, Class A, Class B and Class C
("Tax Free Fund") and that The Seven Seas Series Fund desires State Street Bank
and Trust Company to serve as Custodian with respect to the Tax Free Fund
pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Tax Free Fund shall be until April 12,
1995.
Please acknowledge your acceptance of acting as Custodian to the Tax Free Fund
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
-52-
LETTER AGREEMENT
The Seven Seas Series Real Estate Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Active International Fund
Custodian Contract
October 25, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between The Seven Seas Series
Fund and State Street Bank and Trust Company, dated as of April 11, 1988, The
Seven Seas Series Fund advises you that (1) it is creating a new series to be
named The Seven Seas Series Real Estate Fund, (2) it has changed the investment
objective and policies of The Seven Seas Series Midcap Index Fund and renamed it
The Seven Seas Series Small Cap Fund, and (3) it has changed the investment
objective and policies of The Seven Seas Series International European Index
Fund and renamed it The Seven Seas Series Active International Fund
(collectively, the "Funds"), and that The Seven Seas Series Fund desires State
Street Bank and Trust Company to serve as Custodian with respect to the Funds
pursuant to the terms and conditions of the Custodian Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Funds shall be until April 12, 1995.
Please acknowledge your acceptance of acting as Custodian to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely, ACKNOWLEDGED AND ACCEPTED
STATE STREET BANK AND
THE SEVEN SEAS SERIES FUND TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------- --------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President Executive Vice President
-53-
AMENDMENT No. 2 TO THE CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and The Seven Seas Series Fund (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract dated
April 11, 1988 as amended January 8, 1992 (the "Custodian Contract") governing
the terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the terms and conditions
under which the Custodian maintains the Fund's securities and other non-cash
property in the custody of certain foreign sub-custodians in conformity with the
requirements of Rule 17f-5 under the Investment Company Act of 1940, as amended;
NOW THEREFORE, in consideration of the premises and covenants contained herein,
the Custodian and the Fund hereby amend the Custodian Contract by the addition
of the following terms and provisions;
1. Notwithstanding any provisions to the contrary set forth in the Custodian
Contract, the Custodian may hold securities and other non-cash property for all
of its customers, including the Fund, with a foreign sub-custodian in a single
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 securities and other non-cash property of the Fund which are maintained in
such account shall identify by book-entry those securities and other non-cash
property belonging to the Fund and (ii) the Custodian shall require that
securities and other non-cash property so held by the foreign sub-custodian be
held separately from any assets of the foreign sub-custodian or of others.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative this 17th day of July, 1995.
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
STATE STREET BANK AND TRUST COMPANY
By: /s/ signature illegible
Title: Executive Vice President