CUSTODIAN AGREEMENT
THIS AGREEMENT, dated as of August 23, 2011, between
SEI Institutional International Trust, an open end
investment management company organized under the
laws of the State of Massachusetts (the Trust), on
behalf of its portfolios listed on Schedule A
attached hereto severally and not jointly (each a
Fund and, collectively, the Funds), registered under
the Investment Company Act of 1940 and ▇▇▇▇▇
BROTHERS ▇▇▇▇▇▇▇▇ & CO., a limited partnership
formed under the laws of the State of New York
(BBH&Co. or the Custodian).
WITNESSETH:
WHEREAS, the Trust wishes to employ BBH&Co. to act
as custodian for the Trust, with respect to the
Funds, and to provide related services, all as
provided herein, and BBH&Co. is willing to accept
such employment, subject to the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the Trust
and BBH&Co. hereby agree, as follows:
1. Appointment of Custodian. The terms of this
Agreement shall apply separately and respectively
to each Fund on the books of the Custodian. The
Trust hereby appoints BBH&Co. as the Trusts
custodian, with respect to the Funds, and BBH&Co.
hereby accepts such appointment. All Investments
of a Fund delivered to the Custodian or its
agents or Subcustodians shall be dealt with as
provided in this Agreement and any attachments or
schedules thereto. The duties of the Custodian
with respect to a Funds Investments shall be only
as set forth expressly in this Agreement, which
duties are generally be composed of safekeeping
of assets and various administrative duties that
will be performed in accordance with
Instructions, as such term is defined in Section
4 below, and as reasonably required to effect
Instructions.
2. Representations, Warranties and Covenants of the
Trust. The Trust hereby represents, warrants and
covenants each of the following:
2.1. This Agreement has been, and, at the
time of delivery of each Instruction, the
Instruction will have been, duly authorized,
executed and delivered by the Trust. This
Agreement does not violate any Applicable Law
or conflict with or constitute a default under
the respective Funds prospectuses or other
organic document, agreement, judgment, order
or decree to which the Trust is a party or by
which it or the Funds Investments are bound.
2.2. By providing an Instruction with respect
to the first acquisition of an Investment by a
Fund in a jurisdiction other than the United
States of America, the Trust shall be deemed
to have confirmed to the Custodian that the
Trust has: (a) assessed all material Country
or Sovereign Risks and accepted responsibility
for their occurrence; (b) made all
determinations required to be made by the
Trust under the 1940 Act, except those
delegated to the Custodian pursuant to
Delegation Schedule attached hereto; and (iii)
if deemed appropriate by the Trust, adequately
disclosed to its shareholders and prospective
investors, all material investment risks,
including any Country Risks. Nothing in this
section shall relieve the Custodian of its
responsibility for performance of its duties
under Section 8.2 with respect to foreign
depository information in connection with Rule
17f-7 under the 1940 Act.
2.3. The Trust shall safeguard and shall
solely be responsible for its safekeeping of
any testkeys, identification codes, passwords,
other security devices or statements of
account with which the Custodian provides it
(except to the extent that any failure by the
Trust to safe keep such devices or statements
is beyond its reasonable control or is caused
or contributed to by the Custodian or by the
design, or intended use or manufacture of the
device or statement). In furtherance and not
limitation of the foregoing, in the event the
Trust utilizes any on-line service offered by
the Custodian, the Trust and the Custodian
shall be fully responsible for the security of
its own connecting terminal, access thereto
and the proper and authorized use thereof and
the initiation and application of continuing
effective safeguards in respect thereof
(except to the extent that any failure by the
Trust to safe keep such devices or statements
is beyond its reasonable control or is caused
or contributed to by the Custodian or by the
design, or intended use or manufacture of the
device or statement). Additionally, if the
Trust uses any on-line or similar
communications service made available by the
Custodian, the Trust shall be solely
responsible for ensuring the security of its
access to the service and for the use of the
service (except to the extent that any failure
by the Trust to safe keep such devices or
statements is beyond its reasonable control or
is caused or contributed to by the Custodian
or by the design, or intended use or
manufacture of the device or statement) and
shall only attempt to access the service and
the Custodians computer systems as directed by
the Custodian. If the Custodian provides any
computer software to the Trust relating to the
services described in this Agreement, the
Trust will only use the software for the
purposes for which the Custodian provided the
software to the Trust, and will abide by the
license agreement accompanying the software
and any other security policies that the
Custodian provides to the Fund.
2.4. By providing an Instruction in respect
of an Investment (which Instruction may relate
to among other things, the execution and/or
settlement of trades), the Trust hereby (i)
authorizes BBH&Co. to complete such
documentation as may be required or
appropriate for the execution of the
Instruction, and agrees to be contractually
bound to the terms of such reasonable
documentation as is without recourse against
BBH&Co.; (ii) represents, warrants and
covenants that it has accepted and agreed to
comply with all Applicable Law, terms and
conditions to which it and/or its Investment
may be bound, including without limitation,
requirements imposed by the Investment
prospectus or offering circular, subscription
agreement, any application or other
documentation relating to an Investment (e.g.,
compliance with suitability requirements and
eligibility restrictions); (iii) acknowledges
and agrees that BBH&Co. will not be
responsible for the accuracy of any
information provided to it by or on behalf of
the Fund, or for any underlying commitment or
obligation inherent to an Investment; (iv)
except as otherwise provided for in Section
2.4.1, represents, warrants and covenants that
it will not effect any sale, transfer or
disposition of Investment(s) held in BBH&Co.s
name by any means other than the issuance of
an Instruction by the Trust to BBH&Co.; (v)
acknowledges that collective investment
schemes (and/or their agent(s)) in which a
Fund invests may pay to BBH&Co. certain fees
(including without limitation, shareholder
servicing and/or trailer fees) in respect of
the Funds investments in such schemes; (vi)
agrees that BBH&Co. shall have no obligation
or responsibility whatsoever to respond to, or
provide capital in connection with any capital
calls, letters of intent of other requirements
as set out in the prospectus or offering
circular of an Investment; (vii) represents,
warrants and covenants that it will provide
BBH&Co. with such information as is necessary
or appropriate to enable BBH&Co.s performance
pursuant to an Instruction or under this
Agreement; (viii) represents that it is not a
Plan (which term includes (1) employee benefit
plans that are subject to the United States
(US) Employee Retirement Income Security Act
of 1974, as amended (ERISA), or plans,
individual retirement accounts and other
arrangements that are subject to Section 4975
of the US Internal Revenue Code of 1986, as
amended (the Code), (2) plans, individual
retirement accounts and other arrangements
that are subject to the prohibited transaction
provisions of Section 406 of ERISA or Section
4975 of the Code, and (3) entities the
underlying assets of which are considered to
include plan assets of such plans, accounts
and arrangements), or an entity purchasing
shares on behalf of, or with the plan assets
of, a Plan; (ix) undertakes to inform BBH&Co.
and to keep the same updated as to the status
under ERISA or Section 4975 of the Code, each
as amended, of the beneficial investor to the
Investment, and as to any tax withholding or
benefit to which an Investment may be subject;
(x) acknowledges that BBH&Co. shall have no
obligation to fund any order placed by the
Trust for which the Fund does not have
sufficient cash on deposit with BBH&Co.; and
(xi) agrees that BBH&Co. shall be held
harmless for the acts, omissions or any
unlawful activity of any agent of the Fund
(other than BBH&Co.) or any transfer agent or
other agent of an Investment in which the
Trust may invest.
2.4.1. To the extent that a Fund holds
Investments in an account opened in the
name of BBH&Co. as custodian for and at
the direction of the Trust, and the Trust
requests that BBH&Co. provide the Trust
with the capability to place orders and
execute trades in fund shares directly
with such fund companies and/or their
transfer agents which shall be settled in
an account established with each such fund
company or its transfer agent, the Trust
hereby acknowledges that BBH&Co. is under
no obligation to agree to such arrangement
but if BBH&Co. so agrees, the Trust (i)
acknowledges that all relevant terms under
Section 2.4 above apply thereto, (ii)
authorizes BBH&Co. as custodian, to grant
a limited power of attorney to the Trust
or its designated agent to enable the
Trust to so execute, (iii) agrees to
ensure that any instructions issued by the
Trust or its designated agent shall also
be concurrently submitted to BBH&Co., and
(iv) shall adhere to any BBH&Co.
procedures established with each such fund
or its transfer agent with respect thereto
including, but not limited to, the terms
of the limited power of attorney. The
Trust also acknowledges and agrees that
(1) BBH&Co. is acting solely in its
capacity as custodian and is not acting as
a broker or introducing broker on behalf
of the Trust, (2) BBH&Co. is not receiving
compensation in connection with the Funds
execution hereunder of trades with each
such fund other than its usual and
customary custody fees and transaction
charges, (3) it will provide such account
opening information to each such fund
and/or transfer agent as and when
requested by such fund and/or transfer
agent, and (4) BBH&Co. is not responsible
for (a) providing information published by
the relevant distributor of each such fund
including, but not limited to, the
prospectus for each such Investment in a
fund or for resolving execution queries or
complaints relative to any such
Investment, and (b) assessing the
suitability of any such Investment
executed directed by the Trust.
3. Representation and Warranty of BBH&Co. BBM&Co.
hereby represents and warrants that this
Agreement has been duly authorized, executed and
delivered by BBH&Co, and does not and will not
violate any Applicable Law or conflict with or
constitute a default under BBH&Co.s limited
partnership agreement or any agreement,
instrument, judgment, order or decree to which
BBH&Co. is a party or by which it is bound.
BBH&Co. further represents and warrants that it
has adopted and maintains reasonable facilities
and procedures to provide for continued services
in the event of an emergency or disaster. BBH&Co.
further represents and warrants that it possesses
in full force and effect all licenses, permits
and other governmental authorizations necessary
to enter into and perform its obligations under
this Agreement.
4. Instructions. Unless otherwise explicitly
indicated herein, the Custodian shall perform its
duties pursuant to Instructions. As used herein,
the term Instruction shall mean a directive
initiated by the Trust, acting directly or
through its Board of Trustees, officers or other
Authorized Persons, as such term is defined in
Section 4.1 below, which directive shall conform
to the requirements of this Section 4.
4.1. Authorized Persons. For purposes hereof,
an Authorized Person shall be a person or
entity authorized by the Trust to give
Instructions for or on behalf of the Trust and
the Funds and designated as such by written
notices from the Trust to the Custodian (or
otherwise in accordance with procedures
delivered to and acknowledged by the
Custodian). The Custodian may treat any
Authorized Person as having full authority of
the Trust to issue Instructions hereunder
unless the notice of authorization contains
explicit limitations as to said authority. The
Custodian shall be entitled to rely upon the
authority of previously designated Authorized
Persons until it receives appropriate written
notice from the Trust to the contrary.
4.2. Form of Instruction. Each Instruction
shall be transmitted by such secured or
authenticated electro-mechanical means as the
Custodian shall make available to the Trust
from time to time unless the Trust elects to
transmit such Instruction in accordance with
Sections 4.2.1 through 4.2.3 of this Section.
4.2.1. Trust Designated Secured-
Transmission Method. Instructions may be
transmitted through a secured or tested
electro-mechanical means identified by the
Trust or by an Authorized Person entitled
to give Instruction and acknowledged and
accepted by the Custodian; it being
understood that such acknowledgment shall
authorize the Custodian to receive and
process such means of delivery, but shall
not represent a judgment by the Custodian
as to the reasonableness or security of
the method determined by the Authorized
Person (unless such method is a product
proprietary to the Custodian and offered
to the Trust by the Custodian).
4.2.2. Written Instructions. Instructions
may be transmitted in a writing that bears
the manual signature of an Authorized
Person.
4.2.3. Other Forms of Instruction.
Instructions may also be transmitted by
another means determined by the Trust or
Authorized Persons and acknowledged and
accepted by the Custodian (subject to the
same limits as to acknowledgements as is
contained in Section 4.2.1, above)
including, but not limited to,
Instructions given orally or by SWIFT,
telex or telefax (whether tested or
untested).
When an Instruction is given by means
established under Sections 4.2.1 through 4.2.3
above, it shall be the responsibility of the
Custodian to use reasonable care to adhere to
any security or other procedures established
in writing between the Custodian and the
Authorized Person with respect to such means
of Instruction, but such Authorized Person
shall be solely responsible for determining
that the particular means chosen is reasonable
under the circumstances (unless such method is
a product proprietary to the Custodian and
offered to the Trust by the Custodian). Oral
Instructions shall be binding upon the
Custodian only if and when the Custodian takes
action with respect thereto. With respect to
telefax instructions, the parties agree and
acknowledge that receipt of legible
Instructions cannot be assured, that the
Custodian cannot verify that authorized
signatures on telefax instructions arc
original or properly affixed, and that the
Custodian shall not be liable for losses or
expenses incurred through actions taken in
reasonable reliance on inaccurately stated,
illegible or unauthorized telefax
instructions. Custodian shall promptly notify
the Trust once it becomes aware that it has
received an illegible or unauthorized
Instruction and shall be protected in waiting
to act until such Instruction is clarified.
The provisions of Section 4A of the Uniform
Commercial Code shall apply to Funds Transfers
performed in accordance with Instructions. The
Funds Transfer Services Schedule and the
Electronic and Online Services Schedule to
this Agreement shall comprise a designation of
form of a means of delivering Instructions for
purposes of this Section 4.2.
4.3. Completeness and Contents of
Instructions. The Authorized Person shall be
responsible for assuring the adequacy and
accuracy of Instructions. Particularly, upon
any acquisition or disposition or other
dealing in a Funds Investments and upon any
delivery and transfer of any Investment or
moneys, the Authorized Person initiating such
Instruction shall give the Custodian an
Instruction with appropriate detail,
including, without limitation:
4.3.1. The transaction date and the date
and location of settlement;
4.3.2. The specification of the type of
transaction;
4.3.3. A description of the Investments
or moneys in question, including, as
appropriate, quantity, price per unit,
amount of money to be received or
delivered and currency information. Where
an Instruction is communicated by
electronic means, or otherwise where an
Instruction contains an identifying number
such as a CUSIP, SEDOL or ISIN number, the
Custodian shall be entitled to rely on
such number as controlling notwithstanding
any inconsistency contained in such
Instruction, particularly with respect to
Investment description; and
4.3.4. The name of the broker or similar
entity concerned with execution of the
transaction.
If the Custodian shall determine that an
Instruction is either unclear, inconsistent or
incomplete, the Custodian will give prompt
notice of such determination to the Trust, and
the Trust shall thereupon amend or otherwise
reform such Instruction. In such event, the
Custodian shall have no obligation to take any
action in response to the Instruction
initially delivered until the redelivery of an
amended or reformed Instruction.
4.4. Timeliness of Instructions. In giving an
Instruction, the Trust shall take into
consideration generally acknowledged or known
delays which may occur due to the involvement
of a Subcustodian or an agent, differences in
time zones, and other factors particular to a
given market, exchange or issuer. When the
Custodian has established, and communicated to
the Trust in advance and in writing, specific
timing requirements or deadlines with respect
to particular classes of Instructions, or when
an Instruction is received by the Custodian at
such a time that it could not reasonably be
expected to have acted on such Instruction due
to time zone differences or other factors
beyond its reasonable control, the execution
of any Instruction received by the Custodian
after such deadline or at such lime (including
any modification or revocation of a previous
Instruction) shall be at the risk of the
Trust.
5. Safekeeping of Fund Assets. The Custodian shall
hold Investments delivered to it or its
Subcustodians for a Fund in accordance with the
provisions of this Section. The Custodian shall
not be responsible for: (a) the safekeeping of
Investments not delivered or that are not caused
to be issued to it or its Subcustodians, in each
case through no fault or neglect of the Custodian
or ant of its Subcustodians; or (b) pre-existing
faults or defects in Investments that arc
delivered to the Custodian or its Subcustodians.
The Custodian is hereby authorized to hold with
itself or its Subcustodian, and to record in one
or more accounts, all Investments delivered to
and accepted by the Custodian, any Subcustodian
or their respective agents pursuant to an
Instruction or in consequence of any corporate
action. The Custodian shall hold Investments for
the account of the Trust (and the Funds) and
shall segregate Investments from assets belonging
to the Custodian and shall cause its
Subcustodians to segregate Investments from
assets belonging to the Subcustodian in an
account held for the Trust (and for the relevant
Fund) or in an account maintained by the
Subcustodian generally for non-proprietary assets
of the Custodian. Subject to paragraph 5.1, the
Custodian shall not, and shall procure that its
Subcustodians do not, commingle any assets held
for the account of one Fund with those held for
the account of another Fund.
5.1. Use of Securities Depositories. The
Custodian may deposit and maintain Investments
in any Securities Depository which qualifies
as a clearing corporation under Section 8-
102(a)(5) of the Uniform Commercial Code,
either directly or through one or more
Subcustodians appointed by the Custodian in
accordance with Section 8 hereof. Investments
held in a Securities Depository shall be held:
(a) subject to the agreement, rules, statement
of terms and conditions or other document or
conditions effective between the Securities
Depository and the Custodian or the
Subcustodian, as the case may be; and (b) in
an account for the Trust (or a Fund) or in
bulk segregation in an account maintained for
the non-proprietary assets of the entity
holding such Investments in the Depository
with appropriate identification of the Trusts
(and the Funds) Investments on the Custodians
books. If market practice or the rules and
regulations of the Securities Depository
prevent the Custodian, the Subcustodian (or
any nominee or agent of either) from holding
its client assets in such a non-proprietary
account, the Custodian, the Subcustodian or
other agent shall as appropriate segregate
such Investments for benefit of the Trust (or
the Funds) or for benefit of clients of the
Custodian generally on its own books with
appropriate identification of the Trusts (or
the Funds) Investments on the Custodians
books. Investments of a Fund maintained with a
Securities Depository, either directly or
through one or more Subcustodians appointed by
the Custodian, shall be held separately from
Investments of any other Fund.
5.2. Certificated Assets. Investments that
are certificated may be held in registered or
bearer form: (a) in the Custodians vault; (b)
in the vault of a Subcustodian or agent of the
Custodian or a Subcustodian; or (c) in an
account maintained by the Custodian,
Subcustodian or agent at a Securities
Depository; all in accordance with customary
market practice in the jurisdiction in which
any Investments are held.
5.3. Registered Assets. Investments that are
registered may be registered in the name of
the Custodian, a Subcustodian, or in the name
of the Trust (or a Fund) or a nominee for any
of the foregoing, and may be held in any
manner set forth in paragraph 5.2.
5.4. Book-Entry Assets. Investments that are
represented by book-entry may be so held in an
account maintained by the Book-entry Agent on
behalf of the Custodian, a Subcustodian or
another agent of the Custodian, or a
Securities Depository.
5.5. Replacement of Lost Investments. In the
event of a loss of Investments for which the
Custodian is responsible under the terms of
this Agreement, the Custodian shall replace
such Investment, or in the event that such
replacement cannot be effected, the Custodian
shall pay to the applicable Fund the fair
market value of such Investment based on the
last available price as of the close of
business in the relevant market on the date
that a claim was first made to the Custodian
with respect to such loss or, if less, such
other amount as shall be agreed by the parties
as the date for settlement.
6. Administrative Duties of the Custodian. The
Custodian shall perform the following
administrative duties with respect to Investments
of the Fund.
6.1. Purchase of Investments. Pursuant to
Instruction, Investments purchased for the
account of the Trust (or a Fund) shall be paid
for: (a) against delivery thereof to the
Custodian or a Subcustodian, as the case may
be, either directly or through a Clearing
Corporation or a Securities Depository (in
accordance with the rules of such Securities
Depository or such Clearing Corporation); or
(b) otherwise in accordance with an
Instruction, Applicable Law, generally
accepted trade practices, or the terms of the
instrument representing such Investment.
6.2. Sale of Investments. Pursuant to
Instruction, Investments sold for the account
of the Trust (or a Fund) shall be delivered
against payment therefore: (a) in cash, by
check or by bank wire transfer; (b) by credit
to the account of the Custodian or the
applicable Subcustodian, as the case may be,
with a Clearing Corporation or a Securities
Depository (in accordance with the rules of
such Securities Depository or such Clearing
Corporation); or (c) otherwise in accordance
with an Instruction, the terms of the
instrument representing such Investment or, to
the extent not inconsistent with an
Instruction or the terms of such instrument,
Applicable Law or generally accepted trade
practices.
6.3. Delivery and Receipt in Connection with
Borrowings of a Fund or other Collateral and
Margin Requirements. Pursuant to Instruction,
the Custodian may deliver or receive
Investments or cash of the Trust (or a Fund)
in connection with borrowings or loans by the
Trust (or the Fund) and other collateral and
margin requirements.
6.4. Futures and Options. If, pursuant to an
Instruction, the Custodian shall become a
party to an agreement with the Trust or a Fund
and a futures commission merchant regarding
margin (Tri-Party Agreement), the Custodian
shall (a) receive and retain, to the extent
the same are provided to the Custodian,
confirmations or other documents evidencing
the purchase or sale by the Fund of exchange-
traded futures contracts and commodity
options, (b) when required by such Tri-Party
Agreement, deposit and maintain in an account
opened pursuant to such Agreement (Margin
Account), segregated either physically or by
book-entry in a Securities Depository for the
benefit of any futures commission merchant,
such Investments as the Fund shall have
designated as initial, maintenance or
variation margin deposits or other collateral
intended to secure the Funds performance of
its obligations under the terms of any
exchange-traded futures contracts and
commodity options; and (c) thereafter pay,
release or transfer Investments into or out of
the margin account in accordance with the
provisions of such Agreement. Alternatively,
the Custodian may deliver Investments, in
accordance with an Instruction, to a futures
commission merchant for purposes of margin
requirements in accordance with Rule 17f-6
under the 1940 Act. The Custodian shall in no
event be responsible for the acts and
omissions of any futures commission merchant
to whom Investments are delivered pursuant to
this Section; for the sufficiency of
Investments held in any Margin Account; or,
for the performance of any terms of any
exchange-traded futures contracts and
commodity options.
6.5. Contractual Obligations and Similar
Investments. From time to time, the Trusts
Investments may include Investments that are
not ownership interests as may be represented
by certificate (whether registered or bearer),
by entry in a Securities Depository or by
book-entry agent, registrar or similar agent
for recording ownership interests in the
relevant Investment. If the Trust acquires
such Investments, including without limitation
deposit obligations, loan participations,
repurchase agreements and derivative
arrangements, the Custodian shall: (a) receive
and retain, to the extent the same are
provided to the Custodian, confirmations or
other documents evidencing the arrangement;
(b) in accordance with the Trusts or an
Authorized Persons Instructions, sign solely
as the Trusts attorney-in-fact under a power-
of-attorney, and not as a party to or a
participant in, documentation representing the
Trusts interest in such transactions; and (c)
perform on the Trusts account in accordance
with the terms of the applicable arrangement,
but only to the extent directed to do so by
Instruction. Except as provided herein, the
Custodian shall have no responsibility for
agreements running to the Trust as to which it
is not a party other than to retain, to the
extent the same are provided to the Custodian,
documents or copies of documents evidencing
the arrangement, execute documents on behalf
of the Trust, and, in accordance with
Instruction, to include such arrangements in
reports made to the Trust.
The Trust hereby agrees and acknowledges that (i)
in performing the duties provided for in this
Section 6.5, the Custodian is acting solely as
the designated attorney of the Trust and is in no
way to be construed to be acting as agent for the
Grantor or the Borrower (each as defined under
the relevant participant documentation); and (ii)
the custodial arrangement provided for herein is
not intended to constitute, and shall not be
construed to establish, a partnership or joint
venture between the Custodian and the Trust, or
between the Custodian, the Grantor or the
Borrower. Without limiting the generality of the
foregoing, the Custodian (a) makes no warranty or
representation and shall not be responsible for
any warranty or representation made in or in
connection with any of the participation
documents and related credit agreements, notes
and other agreements referenced therein, or for
the financial condition of any Borrower, or for
the observance or performance of any obligations
of a Grantor, a Borrower or any other person
(other than the Custodian itself or an agent or
an affiliate of the Custodian), or for the truth
or accuracy of any document provided to the Trust
that the Custodian has initially received from,
or that the Custodian has prepared based upon
information received from, a Grantor, a Borrower
or any other person; (b) makes no warranty or
representation as to and shall not be responsible
for the due execution, validity, enforceability,
sufficiency or collectibility of, any of the
participation documents and related credit
agreements, notes and other agreements referenced
therein, except with respect to the Custodianss
due execution of such participation document as
the Trusts designated attorney-in-fact hereunder;
(c) makes no warranty or guarantee as to; (i)
future payments by a Borrower or any other
obligor or guarantor of the loans, (ii) a
Grantors or Borrowers future compliance with or
performance of any of the terms and conditions
contained in the participation documents and
related credit agreements, notes and other
agreements referenced therein, or (iii) the
collectibility of the loans or the collateral as
described in any participation documents and
related credit agreements, notes and other
agreements referenced therein.
6.6. Exchange of Securities. Unless otherwise
directed by Instruction, the Custodian shall:
(a) exchange securities held for the account
of the Trust (or a Fund) for other securities
in connection with any reorganization,
recapitalization, conversion, split-up, change
of par value of shares or similar event
initiated by the issuer of the securities; and
(b) deposit any such securities in accordance
with the terms of any reorganization or
protective plan.
6.7. Surrender of Securities. Unless
otherwise directed by Instruction, the
Custodian may surrender securities: (a) in
temporary form for definitive securities; (b)
for transfer into the name of an entity
allowable under Section 5.3; and (c) for a
different number of certificates or
instruments representing in the aggregate, the
same number of shares or the same principal
amount of indebtedness.
6.8. Rights, Warrants, Etc. Pursuant to
Instruction, the Custodian shall: (a) deliver
warrants, puts, calls, rights or similar
securities to the issuer or trustee thereof,
or to any agent of such issuer or trustee, for
purposes of exercising such rights or selling
such securities; and (b) deposit securities in
response to any invitation for the tender
thereof.
6.9. Mandatory Corporate Actions. Unless
otherwise directed by Instruction, the
Custodian shall: (a) comply with the terms of
all mandatory or compulsory exchanges, calls,
tenders, redemptions or similar rights of
securities ownership affecting securities held
on the Trusts (or a Funds) account and
promptly notify the Trust of such action; and
(b) collect all slock dividends, rights and
other items of like nature with respect to
such securities and credit the same to the
appropriate Funds account.
6.10. Income Collection. Unless otherwise
directed by Instruction, the Custodian shall
collect any amount due and payable to the
Trust with respect to a Funds Investments
(including without limitation dividends,
interest and other income and distribution
payable thereon) and promptly credit the
amount collected to a Principal or Agency
Account, as such terms are defined in Section
7.1 below; provided, however, that the
Custodian shall not be responsible for: (a)
the collection of amounts due and payable with
respect to Investments that are in default; or
(b) the collection of cash or share
entitlements with respect to Investments that
are not registered in the name of the
Custodian or its Subcustodians or one or more
of their nominees or agents. The Custodian is
hereby authorized to endorse and deliver any
instrument required to be so endorsed and
delivered to effect collection of any amount
due and payable to the Trust with respect to
Investments.
6.11. Corporate Action Information. In
fulfilling the duties set forth in Sections
6.6 through 6.10 above, the Custodian shall
provide to the Fund such material information
pertaining to a corporate action which the
Custodian actually receives; provided that the
Custodian shall not be responsible for the
completeness or accuracy of such information.
Information relative to any pending corporate
action made available to the Fund via any of
the services described in the Electronic and
Online Services Schedule shall constitute the
delivery of such information by the Custodian.
Any advance credit of cash or shares expected
to be received as a result of any corporate
action shall be subject to actual collection
and may be reversed by the Custodian.
6.12. Proxy Materials. The Custodian shall
deliver, or cause to be delivered, to the Fund
proxy forms, notices of meeting, and any other
notices or announcements materially affecting
or relating to Investments received by the
Custodian. Information relative to any pending
corporate action made available to the Fund
via any of the services described in the
Electronic and Online Services Schedule shall
constitute the delivery of such information by
the Custodian.
6.13. Ownership Certificates and Disclosure of
a Funds Interest. The Custodian is hereby
authorized to execute on behalf of the Trust
ownership certificates, affidavits or other
disclosure required under Applicable Law or
established market practice in connection with
the receipt of income, capital gains or other
payments by the Trust with respect to a Funds
Investments, or in connection with the sale,
purchase or ownership of a Funds Investments.
With respect to securities issued in the
United States of America, the Custodian may
not, unless otherwise directed by an
Instruction, release the identity of the Trust
to an issuer which requests such information
pursuant to the Shareholder Communications Act
of 1985 for the specific purpose of direct
communications between such issuer and the
Trust. With respect to securities issued
outside of the United States of America,
information shall be released in accordance
with law or custom of the particular country
in which such security is located.
6.14. Taxes. The Custodian shall use its good
faith efforts consistent with the standard of
care set forth herein to obtain refunds of
taxes withheld on dividends and interest
payments received by the Trust that are
available under applicable tax laws, treaties,
and regulations. In the performance of its
duties with respect to tax withholding and
reclamation, the Custodian shall be entitled
to rely on the advice of counsel and upon
information and advice regarding the Trusts
tax status that is received from or on behalf
of the Trust without duty of separate inquiry
(subject to Section 12.11 below).
6.15. Other Dealings. The Custodian shall
otherwise act as directed by Instruction,
including without limitation effecting the
free payments of moneys (including payments of
dividends and distributions to Fund
shareholders and payments of Fund expenses) or
the free delivery of securities, provided that
such Instruction shall indicate the purpose of
such payment or delivery and that the
Custodian shall record the party to whom such
payment or delivery is made. The Custodian
shall attend to all nondiscretionary details
in connection with the sale or purchase or
other administration of Investments, except as
otherwise directed by an Instruction, and may
make payments to itself or others for minor
expenses of administering Investments under
this Agreement; provided that the Custodian
shall account to the Trust with respect to
such expenses.
In fulfilling the duties set forth in Sections
6.6 through 6.15 above, the Custodian shall
transmit promptly to the Trust all written
information (including, without limitation,
pendency of calls and maturities of domestic
securities and expirations of rights in
connection therewith and notices of exercise
of call and put options written by a Fund and
the maturity of futures contracts purchased or
sold) received by the Custodian from issuers
of the Investments being held for a Fund. With
respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust
all written information received by the
Custodian from issuers of the Investments
whose tender or exchange is sought and from
the party (or its agent) making the tender or
exchange offer. If the Trust desires to take
action with respect to any tender offer,
exchange offer and any other similar
transaction, the Trust shall notify the
Custodian on or prior to the date on which the
Custodian is to take such action.
6.16. Use of Agents. The Custodian may at any
time in its discretion appoint (and may at any
time remove) agents (other than Subcustodians)
to carry out some or all of the administrative
provisions of this Agreement (Agents)
provided, however, that the appointment of an
Agent shall not relieve the Custodian of its
administrative obligations under this
Agreement.
7. Cash Accounts, Deposits and Money Movements.
Subject to the terms and conditions set forth in
this Section 7, the Trust hereby authorizes the
Custodian to open and maintain, with itself or
with Subcustodians, cash accounts in United
States Dollars, in such other currencies as are
the currencies of the countries in which the
Trust maintains Investments or in such other
currencies as the Trust shall from time to time
request by Instruction. Notwithstanding anything
in this Agreement to the contrary, the Trust
shall be liable as principal for any overdrafts
occurring in any cash accounts.
7.1. Types of Cash Accounts. Cash accounts
opened on the books of the Custodian
(Principal Accounts) shall be opened in the
name of the Trust (or a Fund). Such accounts
collectively shall be a deposit obligation of
the Custodian and shall be subject to the
terms of this Section 7 and the general
liability provisions contained in Section 10.
Cash accounts opened on the books of a
Subcustodian may be opened in the name of the
Trust (or a Fund), in the name of the
Custodian or in the name of the Custodian for
its customers generally, but reflected on the
books of the Custodian as being held for the
Trust (or a Fund) (Agency Accounts). Such
deposits shall be obligations of the
Subcustodian and shall be treated as an
Investment of the Trust (or a Fund).
Accordingly, the Custodian shall be
responsible for exercising reasonable care in
the administration of such accounts but shall
not be liable for their repayment in the event
such Subcustodian, by reason of its
bankruptcy, insolvency or otherwise, fails to
make repayment. Nothing in this section shall
relieve the Custodian from responsibility for
selection and monitoring of Foreign or
Domestic Subcustodians with due care as
required by the terms of this Agreement. In
connection with the services provided
hereunder, the Custodian is hereby directed to
open cash accounts on its books and records
from time to time for the purposes of
receiving subscriptions and/or processing
redemptions on behalf of a Fund and/or for the
purposes of aggregating, netting and/or
clearing transactions (including, without
limitation foreign exchange, repurchase
agreements, capital stock activity, expense
payment) or other administrative purposes,
each on behalf of the Fund (each an Account).
Each such Account shall be subject to the
terms and conditions of this Agreement and the
Fund shall be liable for the satisfaction of
its obligations in connection with each
Account.
7.2. Payments and Credits with Respect to the
Cash Accounts. The Custodian shall make
payments from or deposits to any of said
accounts in the course of carrying out its
administrative duties, including but not
limited to income collection with respect to a
Funds Investments, payments of dividends and
distributions to Fund shareholders, payments
of Fund expenses, and otherwise in accordance
with Instructions. The Custodian and its
Subcustodians shall be required to make
available amounts in the cash accounts only
when moneys are actually received in cleared
funds in accordance with banking practice in
the country and currency of deposit. Any
credit made to any Principal or Agency Account
before actual receipt of cleared funds shall
be provisional and may be reversed by the
Custodian in the event such payment is not
actually collected. The Custodian shall give
the Fund prompt notice of any such reversal.
Unless otherwise specifically agreed in
writing by the Custodian or any Subcustodian,
all deposits shall be payable only at the
branch of the Custodian or Subcustodian where
the deposit is made or carried.
7.3. Currency and Related Risks. Except as
otherwise provided herein, the Funds bear the
risks of holding or transacting in any
currency including any ▇▇▇▇ to market exposure
associated with a foreign exchange transaction
undertaken with the Custodian. Except as
otherwise provided herein, the Custodian shall
not be liable for any loss or damage arising
from the applicability of any law or
regulation now or hereafter in effect, or from
the occurrence of any event, not resulting
from the negligence or willful misconduct of
the Custodian, which may delay or adversely
affect the transferability, convertibility or
availability of any currency in the country
(a) in which such Principal or Agency Accounts
are maintained or (b) in which such currency
is issued, and in no event shall the Custodian
be obligated to make payment of a deposit
denominated in a currency during the period
during which its transferability,
convertibility or availability has been
prevented or adversely affected by any such
law, regulation or event. Without limiting the
generality of the foregoing, neither the
Custodian nor any Subcustodian shall be
required to repay any deposit made at a
foreign branch of either the Custodian or
Subcustodian if such branch cannot repay the
deposit due to a cause for which the Custodian
would not be responsible in accordance with
the terms of Section 10 of this Agreement
unless the Custodian or such Subcustodian
expressly agrees in writing to repay the
deposit under such circumstances. The
Custodian shall, however, at the Trusts
request extend reasonable cooperation to the
Trust in connection with the Trusts endeavors
to obtain repayment of the deposit. Such
cooperation to include without limitation,
making or arranging for the applicable
Subcustodian to make, in the name and on
behalf of the Trust or otherwise, any required
filings or applications with the appropriate
authorities or central bank in the affected
jurisdiction, provided however, that such
cooperation shall not require the Custodian to
incur any material expense or liability unless
the Custodian is furnished by the Trust with
specific indemnification, reasonably
satisfactory to the Custodian, against such
expense or liability. All currency
transactions in any account opened pursuant to
this Agreement are subject to any applicable
exchange control regulations of the United
States and of the country where such currency
is the lawful currency or where the account is
maintained. Any taxes, costs, charges or fees
imposed on the convertibility of a currency
held by a Fund shall be for the account of the
Fund.
7.4. Foreign Exchange Transactions. The
Custodian shall, subject to the terms of this
Section, settle foreign exchange transactions
(including contracts, futures, options and
options on futures) on behalf and for the
account of a Fund with such currency brokers
or banking institutions, including
Subcustodians, as the Fund may direct pursuant
to Instructions. The Custodian may act as
principal in any foreign exchange transaction
with a Fund in accordance with Section 7.4.2
of this Agreement. The obligations of the
Custodian in respect of all foreign exchange
transactions (whether or not the Custodian
shall act as principal in such transaction)
shall be contingent on the free, unencumbered
transferability of the currency transacted on
the actual settlement date of the transaction
unless such limitation was also in effect on
the trade date of the transaction.
7.4.1. Third Party Foreign Exchange
Transactions. The Custodian shall process
foreign exchange transactions (including
without limitation contracts, futures,
options, and options on futures), where
any third party acts as principal
counterparty to the Fund on the same basis
it performs duties as agent for the Fund
with respect to any other of the Funds
Investments. Accordingly the Custodian
shall only be responsible for delivering
or receiving currency on behalf of the
Fund in respect of such contracts pursuant
to Instructions. The Custodian shall not
be responsible for the failure of any
counterparty (including any Subcustodian)
in such agency transaction to perform its
obligations thereunder. The Custodian (a)
shall transmit cash and Instructions to
and from the currency broker or banking
institution with which a foreign exchange
contract or option has been executed
pursuant hereto, (b) may make free
outgoing payments of cash in the form of
Dollars or foreign currency without
receiving confirmation of a foreign
exchange contract or option or
confirmation that the countervalue
currency completing the foreign exchange
contract has been delivered or received or
that the option has been delivered or
received and (c) may, in connection with
cash payments made to third party currency
brokers/dealers for settlement of the
Funds foreign exchange spot or forward
transactions, foreign currency swap
transactions and similar foreign exchange
transactions, process settlements using
the facilities of the CLS Bank according
to CLS Banks standard terms and conditions
and (d) shall hold all confirmations,
certificates and other documents and
agreements received by the Custodian and
evidencing or relating to such foreign
exchange transactions in safekeeping. The
Funds accept full responsibility for its
use of third-party foreign exchange
dealers and for execution of said foreign
exchange contracts and options, and
understands that the Funds shall be
responsible for any and all costs and
interest charges which may be incurred by
a Fund or the Custodian as a result of the
failure or delay of third parties to
deliver foreign exchange. Nothing in this
section shall relieve the Custodian of its
responsibility for its own actions in
connection with such transactions.
7.4.2. Foreign Exchange with the
Custodian as Principal. The Custodian may
undertake foreign exchange transactions
with a Fund as principal, as the Custodian
and the Fund may agree from time to time.
In such event, the foreign exchange
transaction will be performed in
accordance with the particular agreement
of the parties, or in the event a
principal foreign exchange transaction is
initiated by an Instruction in the absence
of a specific agreement, such transaction
will be performed in accordance with the
usual commercial terms of the Custodian
including the Online Terms and Conditions
described in Section 12.12. In the event
that the Fund defaults on the settlement
of any such foreign exchange transaction
with the Custodian, the Fund shall be
liable for contracted currency of the
transaction together with any ▇▇▇▇ to
market exposure associated with the
replacement purchase of the contracted
currency undertaken with the Custodian.
7.5. Delays. In the event that a delay shall
have been caused by the negligence, bad faith
or willful misconduct of the Custodian in
carrying out an Instruction to credit or
transfer cash, the Custodian shall be liable
to and indemnify the Fund for damages, plus:
(a) with respect to Principal Accounts, for
interest to be calculated at the rate
customarily paid on such deposit and currency
by the Custodian on overnight deposits at the
time the delay occurs for the period from the
day when the transfer should have been
effected until the day it is in fact effected;
and (b) with respect to Agency Accounts, for
interest to be calculated at the rate
customarily paid on such deposit and currency
by the Subcustodian on overnight deposits at
the time the delay occurs for the period from
the day when the transfer should have been
effected until the day it is in fact effected.
The Custodian shall not be liable for delays
in carrying out such Instructions to transfer
cash that are not due to the Custodians own
negligence, bad faith or willful misconduct.
7.6. Advances. If, for any reason in
connection with this Agreement the Custodian
or any
7.6.1. Subcustodian makes an Advance to
facilitate settlement or otherwise for the
benefit of the Fund (whether or not any
Principal or Agency Account shall be
overdrawn either during, or at the end of,
any Business Day), the Fund hereby does:
7.6.2. acknowledge that the Fund shall
have no right, title or interest in or to
any Investments purchased with such
Advance or proceeds of such Investments,
and that any credit to an account of Fund
shall be provisional, until: (a) the debit
of the Principal or Agency Account by
Custodian for an amount equal to Advance
Costs: and/or (b) if such debit produces
an overdraft in such account,
reimbursement to the Custodian or
Subcustodian for the amount of such
overdraft;
7.6.3. acknowledge that the Custodian has
an automatically perfected statutory
security interest in Investments purchased
with any such Advance pursuant to Section
9-206 of the Uniform Commercial Code as in
effect in the State of New York from time
to time; in addition, in order to secure
the obligations of the Fund to pay or
perform any and all obligations of the
Fund pursuant to this Agreement, including
without limitation to repay any Advance
made pursuant to this Agreement, grant to
the Custodian a security interest in all
Investments and proceeds thereof (as
defined in the Uniform Commercial Code as
currently in effect in the State of New
York); and agree to take, and agree that
the Custodian may take, in respect of the
security interest referenced above, any
further actions that the Custodian may
reasonably require to perfect or otherwise
protect the same.
7.7. Custodians Rights Neither the Custodian
nor any Subcustodian shall be obligated to
make any Advance or to allow an Advance to
occur to the Fund, and in the event that the
Custodian or any Subcustodian does make or
allow an Advance, any such Advance and any
transaction giving rise to such Advance shall
be for the account and risk of the Fund and
shall not be deemed to be a transaction
undertaken by the Custodian for its own
account and risk. If such Advance shall have
been made or allowed by a Subcustodian or any
other person, the Custodian may assign all or
part of its security interest referenced above
and any other rights granted to the Custodian
hereunder to such Subcustodian or other
person. If the Fund shall fail to repay the
Advance Costs when due, the Custodian or its
assignee, as the case may be. shall be
entitled to a portion of the available cash
balance in any Agency or Principal Account
equal to such Advance Costs, and the Fund
authorizes the Custodian, on behalf of the
Fund, to pay an amount equal to such Advance
Costs irrevocably to such Subcustodian or
other person, and to dispose of any property
in such Account to the extent necessary to
make such payment. Any Investments and funds
credited to accounts subject to this Agreement
created pursuant hereto shall be treated as
financial assets credited to securities
accounts under Articles 8 and 9 of the Uniform
Commercial Code as in effect in the State of
New York from time to time. Accordingly, the
Custodian and any Subcustodian shall have the
rights and benefits of a secured creditor that
is a securities intermediary under such
Articles 8 and 9.
7.8. Integrated Account. For purposes hereof,
deposits maintained in all Principal Accounts
(whether or not denominated in Dollars) shall
collectively constitute a single and
indivisible current account with respect to
the Funds obligations to the Custodian or its
assignee, and balances in the Principal
Accounts shall be available for satisfaction
of the Funds obligations under this Section 7.
The Custodian shall further have a right of
offset against the balances in any Agency
Account maintained hereunder to the extent
that the aggregate of all Principal Accounts
is overdrawn.
8. Subcustodians and Securities Depositories.
Subject to the provisions hereinafter set forth
in this Section 8, the Funds hereby authorize the
Custodian to utilize Securities Depositories to
act on behalf of a Fund and to appoint from time
to time and to utilize Subcustodians selected
with due care. With respect to Investments held
by a Subcustodian, either directly or indirectly
(including by a Securities Depository or Clearing
Corporation), notwithstanding any provisions of
this Agreement to the contrary, payment for
securities purchased and delivery of securities
sold may, if consistent with prevailing market
practices, be made prior to receipt of securities
or payment, respectively, and securities or
payment may be received in a form, in accordance
with (a) governmental regulations, (b) rules of
Securities Depositories and clearing agencies,
(c) generally accepted trade practice in the
applicable local market, (d) the terms and
characteristics of the particular Investment, or
(e) the terms of Instructions.
8.1. Domestic Subcustodians and Securities
Depositories. The Custodian may deposit and/or
maintain, either directly or through one or
more agents appointed by the Custodian,
Investments of a Fund in any Securities
Depository in the United States, including The
Depository Trust Company, provided such
Depository meets applicable requirements of
the Board of Governors of the Federal Reserve
System and of the SFC. The Custodian may, at
any time and from time to time, appoint any
bank as defined in Section 2(a)(5) of the 1940
Act meeting the requirements of a custodian
under Section 17(f) of the 1940 Act, and the
rules and regulations thereunder, to act on
behalf of a Fund as a Subcustodian for
purposes of holding Investments of the Fund in
the United States. The Custodian shall only
use depositories that qualify as such under
Rule 17f-4 under the 1940 Act and shall hold
Investments of a Fund in such depositories in
a manner consistent with the provisions of the
rule governing the manner in which a custodian
may maintain securities in such a depository.
8.2. Foreign Subcustodians and Securities
Depositories. Unless instructed otherwise by a
Fund, the Custodian may deposit and/or
maintain non-U.S. Investments of the Fund in
any Foreign Securities Depository; provided,
such Securities Depository meets the
requirements of an eligible securities
depository under Rule 17f-7 promulgated under
the 1940 Act, or any successor rule or
regulation (Rule 17f-7), or which by order of
the SEC is exempted therefrom. Prior to the
time that Investments are placed with such
depository, the Custodian shall have prepared
and delivered to the Fund a written assessment
of the custody risks associated with
maintaining assets with the Securities
Depository and shall have established a system
to monitor such risks on a continuing basis in
accordance with subsection 8.2.3 of this
Section. Additionally, the Custodian may, at
any time and from time to time, appoint (a)
any bank, trust company or other entity
meeting the requirements of an eligible
foreign custodian under Rule 17f-5, or any
successor rule or regulation (Rule 17f- 5), or
which by order of the SEC is exempted
therefrom, or (b) any bank as defined in
Section 2(a)(5) of the 1940 Act meeting the
requirements of a custodian under Section
17(f) of the 1940 Act and the rules and
regulations thereunder, to act on behalf of
the Fund as a Subcustodian for puiposes of
holding Investments of the Fund outside the
United States in accordance with the
Delegation Schedule. Such appointment of
foreign Subcustodians shall be subject to
approval of the Funds in accordance with
Sections 8.2.1 and 8.2.2 hereof, and use of
Foreign Securities Depositories shall be
subject to the terms of Sections 8.2.3 hereof.
An Instruction to open an account in a given
country shall comprise authorization of the
Custodian to hold assets in such country in
accordance with the terms of this Agreement.
The Custodian shall not be required to make
independent inquiry as to the Funds ability to
invest in such country. Nothing in this
Section shall relieve the Custodian of its
responsibility for performance of its duties
under Section 8.2.3 or the Delegation
Schedule.
8.2.1. Board Approval of Foreign
Subcustodians. Unless and except to the
extent that the board of directors of the
Fund has delegated to and the Custodian
has accepted delegation of review of
certain matters concerning the appointment
of Subcustodians pursuant to Section 8.2.2
below, the Custodian shall, prior to the
appointment of any Subcustodian for
purposes of holding Investments of a Fund
outside the United States, obtain written
confirmation of the approval of the Trusts
Board of Trustees with respect to (a) the
identity of a Subcustodian, and (b) the
Subcustodian agreement which shall govern
such appointment, such approval to be
signed by an Authorized Person
8.2.2. Delegation of Board Review of
Subcustodians. From time to time, the
Custodian may agree to perform certain
reviews of Subcustodians and of
Subcustodian Contracts as delegate of the
Trusts Board. In such event, the
Custodians duties and obligations with
respect to this delegated review will be
performed in accordance with the terms of
the attached Delegation Schedule to this
Agreement.
8.2.3. Monitoring and Risk Assessment of
Securities Depositories. Prior to the
placement of any assets of a Fund with a
Foreign Securities Depository, the
Custodian: (a) shall provide to the Fund
or its authorized representative a written
assessment of the custody risks associated
with maintaining assets within such
Securities Depository, which shall include
a determination as to whether the
Securities Depository qualifies as an
eligible securities depository as defined
under Rule 17f-7; (b) shall have
established a system to monitor the
custody risks associated with maintaining
assets with such Securities Depository and
the continued qualification of the
Depository as an eligible securities
depository on a continuing basis, and to
promptly notify the Funds Investment
Adviser of any material changes in such
risk or qualification; and (c) will
promptly notify the Fund in writing of any
such material changes. In performing its
duties under this subsection, the
Custodian shall use reasonable care,
prudence and diligence, and may rely on
such reasonable sources of information as
may be available, including, but not
limited to: (i) published ratings; (ii)
information supplied by a Subcustodian
that is a participant in such Securities
Depository; (iii) industry surveys or
publications; (iv) information supplied by
the depository itself, by its auditors
(internal or external) or by the relevant
Foreign Financial Regulatory Authority. It
is acknowledged that information procured
through some or all of these sources may
not be independently verifiable by the
Custodian and that direct access to
Securities Depositories is limited under
most circumstances. Accordingly, the
Custodian shall not be responsible for
errors or omissions in its duties
hereunder provided that it has acted with
reasonable care consistent with prevailing
practices of global custodians in
performing its monitoring and assessment
duties, gathering such information,
choosing such sources, and relying on such
information and sources. The risk
assessment shall be provided to the Funds
or their Investment Advisor by such means
as the Custodian and the Funds shall
reasonably agree. Advices of material
change in such assessment may be provided
by the Custodian in the manner established
as customary between the Fund and the
Custodian for transmission of material
market information.
8.3. Responsibility for Subcustodians. Except
as provided in the last sentence of this
Section 8.3, the Custodian shall be liable to
the Trust for any loss or damage to the Trust
(or a Fund) caused by or resulting from the
acts or omissions of any Subcustodian, to the
extent that the Custodian would be liable to
the Trust (or the Fund) hereunder. The
liability of the Custodian in respect of
countries and Subcustodians in Recover Markets
shall be subject to the additional condition
that the Custodian actually recovers such loss
or damage from the Subcustodian.
8.4. New Countries. The Custodian and the
Funds will work together in good faith to
arrange for custody in such new markets as a
Fund may request, recognizing that it may not
be possible to secure an eligible foreign
custodian meeting the requirements of Rule
17f-5 under the 1940 Act. Each Fund shall be
responsible for informing the Custodian
sufficiently in advance of a proposed
investment that is to be held in a country in
which no Subcustodian is authorized to act in
order that the Custodian shall, if it deems
appropriate to do so, have sufficient time to
establish a subcustodial arrangement in
accordance herewith. In the event, however,
the Custodian is unable to establish such
arrangements prior to the time such investment
is to be acquired, the Custodian shall provide
notice of such fact to the Fund and, upon
authorization by the Fund, may designate at
its discretion a local safekeeping agent, and
the use of such local safekeeping agent shall
be at the sole risk of the Fund, and
accordingly the Custodian shall be responsible
to the Fund for the actions of such agent if
and only to the extent the Custodian shall
have recovered from such agent for any damages
caused the Trust or Fund by such agent.
9. Responsibility of the Custodian. In performing
its duties and obligations hereunder, the
Custodian shall exercise good faith, and use
reasonable care. Subject to the specific
provisions of this Section, the Custodian shall
be liable for any damage incurred by the Trust in
consequence of the Custodians (or its employees,
partners or officers) negligence, bad faith or
willful misconduct. In no event shall either
party be liable hereunder to the other for any
special, indirect, punitive or consequential
damages arising out of, pursuant to or in
connection with this Agreement. It is agreed
that, except as otherwise provided herein, the
Custodian shall have no duty to assess the risks
inherent in a Funds Investments (except as
provided in Sections 8.2 and 8.2.3 of this
Agreement) or to provide investment advice with
respect to such Investments and that the Fund as
principal shall bear any risks attendant to
particular Investments such as failure of
counterparty or issuer
9.1. Limitations of Performance. The
Custodian shall not be responsible under this
Agreement for any failure to perform its
duties, and shall not liable hereunder for any
loss or damage in association with such
failure to perform, for or in consequence of
the following causes:
9.1.1. Force Majeure. Force Majeure shall
mean any circumstance or event which is
beyond the reasonable control of the Fund,
Custodian, a Subcustodian or any agent of
the Custodian or a Subcustodian and which
adversely affects the performance by a
Fund or the Custodian of its obligations
hereunder, by the Subcustodian of its
obligations under its Subcustody Agreement
or by any other agent of the Custodian or
the Subcustodian, including any event
beyond the relevant partys reasonable
control which is caused by or , arising
out of (a) an act of God, (b) accident,
fire, water damage or explosion, (c) any
computer, system or other equipment
failure or malfunction caused by any
computer virus or the malfunction or
failure of any communications medium (so
long as customary protective measures have
been adopted and are maintained), (d) any
interruption of the power supply or other
utility service, (e) any strike or other
work stoppage, whether partial or total,
(f) any delay or disruption resulting from
or reflecting the occurrence of any
Sovereign Risk, (g) any disruption of, or
suspension of trading in, the securities,
commodities or foreign exchange markets,
whether or not resulting from or
reflecting the occurrence of any Sovereign
Risk, (h) any encumbrance on the
transferability of a currency or a
currency position on the actual settlement
date of a foreign exchange transaction,
whether or not resulting from or
reflecting the occurrence of any Sovereign
Risk, or (i) any other cause similarly
beyond the partys reasonable control.
The Funds shall not be responsible under
this Agreement and shall not be liable
hereunder for any loss or damage in
consequence of any Force Majeure
circumstance or event.
9.1.2. Country Risk shall mean, with
respect to the acquisition, ownership,
settlement or custody of Investments in a
jurisdiction, all risks relating to, or
arising in consequence of, systemic and
markets factors affecting the acquisition,
payment for or ownership of Investments,
including (a) the prevalence of crime and
corruption, (b) the inaccuracy or
unreliability of business and financial
information, (c) the instability or
volatility of banking and financial
systems, or the absence or inadequacy of
an infrastructure to support such systems,
(d) custody and settlement infrastructure
of the market in which such Investments
are transacted and held, (e) the acts,
omissions and operation of any Securities
Depository, (I) the risk of the bankruptcy
or insolvency of banking agents,
counterparties to cash and securities
transactions, registrars or transfer
agents, and (g) the existence of market
conditions which prevent the orderly
execution or settlement of transactions or
which affect the value of assets. Nothing
under this section shall relieve the
Custodian of its responsibilities under
Section 8.2.3 of this Agreement or the
Delegation Schedule attached hereto.
9.1.3. Sovereign Risk shall mean, in
respect of any jurisdiction, including the
United States of America, where
Investments are acquired or held hereunder
or under a Subcustody Agreement, all risks
of (a) any act of war, terrorism, riot,
insurrection or civil commotion, (b) the
imposition of any investment, repatriation
or exchange control restrictions by any
governmental authority, (c) the
confiscation, expropriation or
nationalization of any Investments by any
governmental authority, whether de facto
or de jure, (d) any devaluation or
revaluation of the currency, (e) the
imposition of taxes, levies or other
charges affecting Investments, (f) any
change in the Applicable Law, or (g) any
other economic or political risk incurred
or experienced. Nothing in this section
shall relieve Custodian of its obligations
under Section 8.2.3.
9.2. Limitations on Liability. The Custodian
shall not be liable for any loss, claim,
damage or other liability arising from the
following causes:
9.2.1. Failure of Third Parties. The
failure of any third party (other than a
Subcustodian or agent, for which the
Custodian is responsible in accordance
with the terms of this Agreement)
including: (a) any issuer of Investments
or book-entry or other agent of and
issuer; (b) any counterparty with respect
to any Investment, including any issuer of
exchange-traded or other futures, option,
derivative or commodities contract; (c)
failure of an Investment Advisor, Foreign
Custody Manager or other agent (other than
a Subcustodian or agent, for which the
Custodian is responsible in accordance
with the terms of this Agreement) of a
Fund; or (d) failure of other third
parties similarly beyond the control or
choice of the Custodian.
9.2.2. Information Sources. The Custodian
may rely upon information (excluding legal
advice, which shall be governed by Section
12.11) received from issuers of
Investments or agents of such issuers,
information received from Subcustodians
and from other commercially reasonable
sources such as commercial data bases, but
shall not be responsible for specific
inaccuracies in such information, provided
that the Custodian has relied upon such
information in good faith and has acted
with reasonable care in a manner
consistent with prevailing market
practices of global custodians.
9.2.3. Reliance on Instruction. Action by
the Custodian or the Subcustodian in
accordance with an Instruction, even when
such action conflicts with, or is contrary
to any provision of, the Funds declaration
of trust, certificate of incorporation or
by-laws, Applicable Law, or actions by the
trustees, directors or shareholders of the
Fund.
9.2.4. Restricted Securities. The
limitations inherent in the rights,
transferability or similar investment
characteristics of a given Investment of
the Fund.
10. Indemnification. Except for such claims and
liabilities as may arise from the negligence, bad
faith, willful misconduct or other breach of this
Agreement, the Fund hereby indemnifies the
Custodian and each Subcustodian, and their
respective agents, nominees and the partners,
employees, officers and directors, and agrees to
hold each of them harmless from and against all
claims and liabilities, including counsel fees
and taxes, incurred or assessed against any of
them in connection with the performance of this
Agreement, any Instruction and the Securities
Lending Activities. If a Subcustodian or any
other person indemnified under the preceding
sentence, gives written notice of claim to the
Custodian, the Custodian shall promptly give
written notice thereof to the Fund together with
a copy of the indemnified partys notice, where
applicable, including all enclosures and
appendices thereto. Not more than thirty (30)
days following the date of such notice, unless
the Custodian shall be liable under Section 9
hereof or otherwise in respect of such claim, the
Fund will pay the amount of such claim or
reimburse the Custodian for any payment made by
the Custodian in respect thereof. Except for such
claims and liabilities as may arise from a Funds
negligence, bad faith, willful misconduct or
other breach of this Agreement, the Custodian
hereby indemnifies the Fund and its employees,
officers, trustees and agents, and agrees to hold
each of them harmless from and against all claims
and liabilities, including counsel fees and
taxes, incurred or assessed against any of them
for which the Custodian is responsible under this
Agreement.
11. Reports and Records. The Custodian shall:
11.1. create and maintain records relating to
the performance of its obligations under this
Agreement (including without limitation such
reports as may be required pursuant to Section
31(a) of the 1940 Act and the rules
thereunder);
11.2. make available to the Fund, its
auditors, agents and employees, during regular
business hours of the Custodian, upon
reasonable request and during normal business
hours of the Custodian, and permits the
copying of all records maintained by the
Custodian pursuant to paragraph 11.1 above,
subject, however, to all reasonable security
requirements of the Custodian then applicable
to the records of its custody customers
generally; and
11.3. make available to the Funds all
Electronic Reports; it being understood that
the Custodian shall not be liable hereunder
for the inaccuracy or incompleteness thereof
or for errors in any information included
therein.
11.4. The Funds shall examine all records,
howsoever produced or transmitted, promptly
upon receipt thereof and notify the Custodian
promptly of any discrepancy or error therein.
Unless a Fund delivers written notice of any
such discrepancy or error within a reasonable
time (but in no event less than 60 days) after
its receipt thereof, such records shall be
deemed to be true and accurate. It is
understood that the Custodian now obtains and
will in the future obtain information on the
value of assets from outside sources that may
be utilized in certain reports made available
to the Funds. The Custodian deems such sources
to be reliable but it is acknowledged and
agreed that the Custodian does not verify nor
represent nor warrant as to the accuracy or
completeness of such information and
accordingly shall be without liability in
selecting and using such sources and
furnishing such information.
12. Miscellaneous.
12.1. Limitation of Liability. The execution
and delivery of this Agreement have been
authorized by the Trusts Board of Trustees and
signed by an authorized officer of the Trust,
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, and the obligations of this
Agreement are not binding upon any of the
Trustees or Shareholders of the Trust, but
bind only the appropriate property of the
Trust, a Fund, or Class, as provided in the
Trusts Declaration of Trust. Further, no Fund
will be liable or responsible for the acts,
omissions or obligations of another Fund.
12.2. Proxies, etc. The Trust will promptly
execute and deliver, upon request, such
proxies, powers of attorney or other
instruments as may reasonably be necessary or
desirable for the Custodian to provide, or to
cause any Subcustodian to provide, the
services contemplated by this Agreement.
12.3. Entire Agreement. Except as specifically
provided herein, this Agreement (together with
any exhibits, schedules or other agreements or
documents referenced herein) constitutes the
entire agreement between the Trust and the
Custodian with respect to the subject matter
hereof Accordingly, this Agreement supersedes
any custody agreement or other oral or written
agreements heretofore in effect between the
Trust and the Custodian with respect to the
custody of the Funds Investments.
12.4. Waiver and Amendment. No provision of
this Agreement may be waived, amended or
modified, and no addendum to this Agreement
shall be or become effective, or be waived,
amended or modified, except by an instrument
in writing executed by the party against which
enforcement of such waiver, amendment or
modification is sought; provided, however,
that an Instruction shall, whether or not such
Instruction shall constitute a waiver,
amendment or modification for purposes hereof,
shall be deemed to have been accepted by the
Custodian when it commences actions pursuant
thereto or in accordance therewith.
12.5. GOVERNING LAW AND JURISDICTION. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND BE GOVERNED BY THE LAWS OF, THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAW OF SUCH STATE. The
parties hereby agree to the exclusive
jurisdiction of federal courts sitting in the
State of New York or of the State courts of
such State.
12.6. Notices. Notices and other writings
contemplated by this Agreement, other than
Instructions, shall be delivered (a) by hand,
(b) by first class registered or certified
mail, postage prepaid, return receipt
requested, (c) by a nationally recognized
overnight courier, or (d) by facsimile
transmission, provided that any notice or
other writing sent by facsimile transmission
shall also be mailed, postage prepaid, to the
party to whom such notice is addressed. All
such notices shall be addressed, as follows:
If to the Trust:
SEI Institutional International Trust
Attn: Legal Department
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
If to the Custodian:
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Manager, Securities Department Telephone:
(▇▇▇)▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
or such other address as the Trust or the Custodian
may have designated in writing to the other.
12.7. Headings. Paragraph headings included
herein are for convenience of reference only
and shall not modify, define, expand or limit
any of the terms or provisions hereof.
12.8. Counterparts. This Agreement may be
executed in any number of counterparts, each
of which shall be deemed an original. This
Agreement shall become effective when one or
more counterparts have been signed and
delivered by the Trust and the Custodian.
12.9. Confidentiality. The parties hereto
agree that each shall treat confidentially all
information provided by each party to the
other regarding its business and operations.
All confidential information provided by a
party hereto shall be used by any other party
hereto solely for the purpose of rendering or
obtaining services pursuant to this Agreement
and, except as may be required in carrying out
this Agreement, shall not be disclosed to any
third party without the prior consent of such
providing party. The foregoing shall not be
applicable to any information that is publicly
available when provided or thereafter becomes
publicly available other than through a breach
of this Agreement, or that is required to be
disclosed by or to any bank examiner of the
Custodian or any Subcustodian, any Regulatory
Authority, any auditor of the parties hereto,
or by judicial or administrative process or
otherwise by Applicable Law.
12.10. Tape-recording. The Trust on behalf of
itself and the Authorized Persons authorizes
the Custodian to tape record any and all
telephonic or other oral instructions given to
the Custodian by or on behalf of a Fund.
This authorization will remain in effect until
and unless revoked by the Trust in writing.
12.11. Counsel. In fulfilling its duties
hereunder, the Custodian shall be entitled to
receive and act upon the advice of (a) counsel
regularly retained by the Custodian in respect
of such matters, (b) the Trusts counsel, or
(c) such counsel as the Trust and the
Custodian may agree upon, with respect to all
matters, and, provided that the Trust has been
appropriately notified of such advice, the
Custodian shall be without liability for any
action reasonably taken or omitted pursuant to
such advice.
13. Definitions. The following defined terms will
have the respective meanings set forth below.
13.1. Advance(s) shall mean any extension of
credit by or through the Custodian or by or
through any Subcustodian and shall include,
without limitation, amounts due to the
Custodian as the principal counterparty to any
foreign exchange transaction with the Fund as
described in Section 7.4.2 hereof, or paid to
third parties for account of the Fund or in
discharge of any expense, tax or other item
payable by the Fund.
13.2. Advance Costs shall mean any Advance,
interest on the Advance and any related
expenses, including without limitation any
▇▇▇▇ to market loss of the Custodian or
Subcustodian on any Investment to which
Section 7.6.1 applies.
13.3. Agent(s) shall have the meaning set
forth in Section 6.16
13.4. Agency Account(s) shall mean any deposit
account opened on the books of a Subcustodian
or other banking institution in accordance
with Section 7.1 hereof.
13.5. Applicable Law shall mean with respect
to each jurisdiction, all (a) laws, statutes,
treaties, regulations, guidelines (or their
equivalents); (b) orders, interpretations
licenses and permits; and (c) judgments,
decrees, injunctions writs, orders and similar
actions by a court of competent jurisdiction;
compliance with which is required or
customarily observed in such jurisdiction.
13.6. Authorized Person(s) shall mean any
person or entity authorized to give
Instructions on behalf of a Fund in accordance
with Section 4.1 hereof.
13.7. Book-entry Agent(s) shall mean an entity
acting as agent for the issuer of Investments
for purposes of recording ownership or similar
entitlement to Investments, including without
limitation a transfer agent or registrar.
13.8. Clearing Corporation shall mean any
entity or system established for purposes of
providing securities settlement and movement
and associated functions for a given market.
13.9. Delegation Schedule shall mean any
schedule, designated as such entered into
between the Custodian and the Trust or its
authorized representative concerning the
appointment and administration of
Subcustodians delegated to the Custodian
pursuant to Rule 17f-5 under the 1940 Act.
13.10. Electronic and Online Services Schedule
shall mean any schedule, designated as such to
this agreement entered into between the
Custodian and the Fund or its authorized
representative concerning electronic and
online services as described therein and as
may be made available from time to time by the
Custodian to the Trust.
13.11. Electronic Reports shall mean any
reports prepared by the Custodian and remitted
to the Trust or its authorized representative
via the internet or electronic mail.
13.12. Foreign Custody Manager shall mean the
Trusts foreign custody manager appointed
pursuant to Rule 17f-5 under the 1940 Act.
13.13. Foreign Financial Regulatory Authority
shall have the meaning given by Section
2(a)(50) of the ▇▇▇▇ ▇▇▇.
13.14. Funds Transfer Services Schedule shall
mean any schedule entered into between the
Custodian and the Trust or its authorized
representative with respect to certain matters
concerning the processing of payment orders
from Principal Accounts of the Trust (or a
Fund).
13.15. Global Custody Network Listing shall
mean the listings most recently furnished by
the Custodian to the Trust of the Countries
approved by the Trust and Subcustodians
selected by the Custodian in connection with a
Funds Investments in non-U.S. Markets.
13.16. Instruction(s) shall have the meaning
assigned in Section 4 hereof.
13.17. Investment Advisor shall mean any person
or entity that is an Authorized Person to give
Instructions with respect to the investment
and reinvestment of a Funds Investments.
13.18. Investment(s) shall mean any investment
asset of a Fund, including without limitation
securities, bonds, notes, and debentures as
well as receivables, derivatives, contractual
rights or entitlements and other intangible
assets but shall not include any Principal
Account.
13.19. Margin Account shall have the meaning
set forth in Section 6.4
13.20. Principal Account(s) shall mean deposit
accounts of the Trust (or a Fund) carried on
the books of BBH&Co. as principal in
accordance with Section 7 hereof.
13.21. Recover Markets shall mean: (i) as of
the date of this Agreement: Jamaica, Trinidad
and Tobego, Cyprus, Tunisia and Ivory Coast
and (ii) such other markets of investment as
may be agreed upon from time to time by the
Custodian and the Funds in writing prior to
the Custodian arranging for custody in such
market..
13.22. Safekeeping Account shall mean an
account established on the books of the
Custodian or any Subcustodian for purposes of
segregating the interests of the Trust (or a
Fund) (or clients of the Custodian or
Subcustodian) from the assets of the Custodian
or any Subcustodian.
13.23. SEC shall mean the U.S. Securities and
Exchange Commission
13.24. Securities Depository shall mean a
central or book entry system or agency
established under Applicable Law for purposes
of recording the ownership and/or entitlement
to investment securities for a given market
that, if a foreign Securities Depository,
meets the definitional requirements of Rule
17f-7 under the ▇▇▇▇ ▇▇▇.
13.25. Subcustodian(s) shall mean each bank
appointed by the Custodian pursuant to Section
8 hereof, but shall not include Securities
Depositories or Clearing Corporations.
13.26. 1940 Act shall mean the Investment
Company Act of 1940, as amended.
14. Compensation. The Trust agrees to pay to the
Custodian (a) a fee in an amount set forth in the
fee letter between the Trust and the Custodian in
effect on the date hereof or as amended from time
to time, and (b) all out-of-pocket expenses
incurred by the Custodian, including the fees and
expenses of all Subcustodians, and payable from
time to time provided that such fees and expenses
are timely accounted to the Trust. Amounts
payable by the Fund under and pursuant to this
Section 15 shall be payable by wire transfer to
the Custodian at BBH&Co. in New York, New York.
15. Termination. This Agreement may be terminated
by either party in accordance with the provisions
of this Section. The provisions of this Agreement
and any other rights or obligations incurred or
accrued by any party hereto prior to termination
of this Agreement shall survive any termination
of this Agreement. Upon termination the Custodian
shall take reasonable and customary steps to
facilitate transition including, without
limitation, the transfer of Fund records.
15.1. Notice and Effect. This Agreement may be
terminated by either party by written notice
effective no sooner than seventy-five (75)
consecutive calendar days following the date
that notice to such effect shall be delivered
to other party at its address set forth in
Section 13.6 hereof.
15.2. Successor Custodian. In the event of the
appointment of a successor custodian, it is
agreed that the Investments of the Funds held
by the Custodian or any Subcustodian shall be
delivered to the successor custodian or a
subcustodian therefore in accordance with
reasonable Instructions. The Custodian agrees
to cooperate with the Trust in the execution
of documents and performance of other actions
necessary or desirable in order to facilitate
the succession of the new custodian. If no
successor custodian shall be appointed, the
Custodian shall in like manner transfer the
Funds Investments in accordance with
Instructions.
15.3. Delayed Succession. If no Instruction
has been given as of the effective date of
termination, Custodian may at any time on or
after such termination date and upon ten (10)
consecutive calendar days written notice to
the Trust either (a) deliver the Funds
Investments held hereunder to the Funds at the
address designated for receipt of notices
hereunder; or (b) deliver any Investments held
hereunder to a bank or trust company having a
capitalization of $200,000,000 USD equivalent
and operating under the applicable law of the
jurisdiction where such Investments are
located, such delivery to be at the risk of
the Funds. In the event that Investments or
moneys of a Fund remain in the custody of the
Custodian or its Subcustodians after the date
of termination owing to the failure of the
Fund to issue Instructions with respect to
their disposition, or owing to the fact that
such disposition could not be accomplished in
accordance with such Instructions despite
diligent efforts of the Custodian, the
Custodian shall be entitled to compensation
for its services with respect to such
Investments and moneys during such period as
the Custodian or its Subcustodians retain
possession of such items and the provisions of
this Agreement shall remain in full force and
effect until disposition in accordance with
this Section is accomplished.
16. Compliance Policies and Procedures. To assist
the Trust in complying with Rule 38a-1 of the
1940 Act, BBH&Co. represents that it has adopted
written policies and procedures reasonably
designed to prevent violations of the federal
securities laws in fulfilling its obligation
under this Agreement and that it has in place a
compliance program to monitor its compliance with
those policies and procedures. BBH&Co. will upon
request provide the Trust with information about
the compliance program as mutually agreed.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be duly executed as of the
date first above written.
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. SEI
INSTITUTIONAL INTERNATIONAL TRUST
By: By:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Title: Vice President
Schedule A
International Equity Fund
Emerging Markets Equity Fund
International Fixed Income Fund
Emerging Markets Debt Fund
Tax-Managed International Equity Fund
FUNDS TRANSFER SERVICES SCHEDULE
(FTSS)
In accordance with Section 4.2 of the Custodian
Agreement, the Fund acknowledges the following terms
and conditions in respect of all funds transfers
effected by the Custodian. References to UCC 4A
shall mean Article 4A of the Uniform Commercial Code
as currently in effect in the State of New York.
Terms not otherwise defined herein shall have the
meanings accorded to them in the Custodian
Agreement.
1. Transmission of Payment Orders. Each FT
Instruction shall be transmitted by such secured
or authenticated means and subject to such
security procedures as the Custodian shall make
available to the Fund from time to time (such
transmission method and security procedures, a
Custodian Designated Security Procedure), unless
the Fund shall elect to transmit such FT
Instruction in accordance with a Fund Designated
Security Procedure (as defined in Section 4
below). The Fund acknowledges and agrees that
the Custodian will use the security procedures
referenced in Sections 3 and 4 below solely to
authenticate a FT Instruction, as set forth
herein, and not to detect any errors or omissions
therein.
2. Custodian Designated Security Procedure. The
Custodian will make the following Custodian
Designated Security Procedures available to the
Fund for use in communicating FT Instructions to
the Custodian:
* BBH Worldview Payment Products. The
Custodian offers to the Fund use of its BBH
Worldview Payment Products (BBH Worldview),
which are Custodian proprietary on-line
payment order authorization facilities with
built-in authentication procedures. The
Custodian and the Fund shall each be
responsible for maintaining the
confidentiality of passwords or other codes
used by them in connection with BBH Worldview.
The Custodian will act on FT Instructions
received through BBH Worldview without duty of
further confirmation unless the Fund notifies
the Custodian that its password is not secure.
The Fund agrees that access to, and use of,
BBH Worldview shall be governed by an
Electronic and On-line Services Schedule,
which the Fund will execute prior to access to
BBH Worldview.
* SWIFT Transmission. The Custodian and the Fund
shall comply with SWIFTs authentication
procedures. The Custodian will act on FT
Instructions received via SWIFT provided the
instruction is authenticated by the SWIFT
system.
* Written Instructions. Instructions may be
transmitted in an original writing that bears
the manual signature of an Authorized
Person(s).
3. Fund Designated Security Procedure. FT
Instructions may be transmitted through such
other means, and subject to such additional
security procedures, as may be elected by the
Fund (or by an Authorized Person entitled to give
Instructions) and acknowledged and accepted by
the Custodian (the transmission methods and
security procedures referenced below, as may be
supplemented by such additional security
procedures, each a Fund Designated Security
Procedure); it being understood that the
Custodians acknowledgment shall authorize it to
accept such means of delivery but shall not
represent a judgment by the Custodian as to the
reasonableness or security of the means utilized
by the Fund.
* Computer Transmission. The Custodian is able
to accept transmissions sent from the Funds
computer facilities to the Custodians computer
facilities. If the Fund determines to use its
proprietary transmission or other electronic
transmission method, it must provide Custodian
sufficient notice and information to allow
testing or other confirmation that FT
Instructions received via the Fund Designated
Security Procedure can be processed in good
time and order. The Custodian may require the
Fund to execute additional documentation prior
to the use of such transmission method.
* Facsimile Transmission.
A FT Instruction transmitted to the Custodian by
facsimile transmission must be transmitted by the
Fund to a telephone number specified from time to
time by the Custodian for such purposes. The
Custodian will then follow one of the procedures
below:
1. If the facsimile requests a non-repetitive
order, the Custodian will call the Fund and
request to speak to an Authorized Person ,
and confirm the authorization and details
of the payment order (a Callback);
2. If the facsimile FT Instruction pertains to
a repetitive payment order (see Section 7
below), the Custodian may (at its sole
discretion) perform a Callback. The Fund
acknowledges that prior to its issuance of
any repetitive payment order, it must (a)
request that the appropriate repetitive
payment order process be approved and set
up at the Custodian, and (b) complete such
documentation as may be required by the
Custodian, including a PPO (as defined in
Section 7).
The Custodian shall rely on the purported
identity of the originator but due to the lack of
reliability of a facsimile signature, it will not
perform signature verification on facsimiles.
* Telephonic. The Fund may call a telephonic
payment order into the Custodian at the
telephone number designated from time-to-time
by the Custodian for that purpose. The caller
shall identify herself/himself as an
Authorized Person. The Custodian shall obtain
the FT Instruction details from the caller.
The Custodian shall then follow one of the
procedures below:
i. If the telephonic FT Instruction
pertains to a non-repetitive payment
order, the Custodian will perform a
Callback; or
ii. If the telephonic FT Instruction
pertains to a repetitive payment order
(see Section 7 below), the Custodian may
(at its sole discretion) perform a
Callback. The Fund acknowledges that
prior to its issuance of any repetitive
payment order, it must (a) request that
the appropriate repetitive payment order
process be approved and set up at the
Custodian, and (b) complete such
documentation as may be required by the
Custodian, including a PPO.
In electing to transmit a FT Instruction via a
Fund Designated Security Procedure, the Fund (i)
agrees to be bound by the transaction(s) or
payment order(s) specified on said FT
Instruction, whether or not authorized, and
accepted by the Custodian in compliance with such
Fund Designated Security Procedure, and
(ii) accepts the risk associated with such Fund
Designated Security Procedure and confirms it is
commercially reasonable for the transmission and
authentication of the FT Instruction.
The parties agree that the Funds transmission of
a FT Instruction by means of any of the above
Fund Designated Security Procedures and the
Custodians acceptance and execution of such FT
Instruction shall constitute a FT Instruction
sent via a Fund Designated Security Procedure and
governed by the terms of this FTSA.
4. Rejection of Payment Orders; Rescission of
Designated Security Procedure. The Custodian
shall give the Fund timely notice of the
Custodians rejection of a FT Instruction. Such
notice may be given in writing, via a Custodian
Designated Security Procedure or any Fund
Designated Security Procedure used by the Fund,
or orally by telephone, each of which is hereby
deemed commercially reasonable. In the event the
Custodian fails to execute a properly executable
FT Instruction and fails to give the Fund notice
of the Custodians non-execution, the Custodian
shall be liable only for the Funds actual damages
and only to the extent that such damages are
recoverable under UCC 4A. The Custodian, after
providing prior written notice, may decide to no
longer accept a particular Fund or Custodian
Designated Security Procedure, or to do so only
on revised terms, in the event that it determines
that such agreed or established method of
transmission represents a security risk or is
attendant to any general change in the Custodians
policy regarding FT Instructions.
Notwithstanding anything in this FTSA and the
Agreement to the contrary, the Custodian shall in
no event be liable for any consequential,
indirect, special or punitive damages under this
FTSA, whether or not such damages relate to
services covered by UCC 4A, even if the Custodian
was advised of the possibility of such damages.
5. Cancellation of Payment Orders. The Fund may
cancel a FT Instruction but the Custodian shall
have no liability for the Custodians failure to
act on a cancellation FT Instruction unless the
Custodian has received such cancellation FT
Instruction at a time and in a manner affording
the Custodian reasonable opportunity to act prior
to the Custodians execution of the original FT
Instruction. Any cancellation FT Instruction
shall be sent and confirmed by such means as is
set forth in Section 3 or 4 above.
6. Preauthorized Repetitive Payment Orders. The
Fund may establish with the Custodian a process
to preauthorize certain repetitive payments or
transfers. The Fund will execute all
documentation required by the Custodian,
including a separate Preauthorized Repetitive
Payment Order (PPO) form. The PPO shall be
delivered to the Custodian in writing or by
another Custodian Designated Security Procedure
or Fund Designated Security Procedure, and will
become effective after the Custodian shall have
had a reasonable opportunity to act thereon (or
if later, two (2) banking days after receipt by
the Custodian). The PPO may take the form of
either:
i. A standing instruction in which the Fund
provides in the PPO all required
information for a FT Instruction (except
for the transfer date and amount) on a
standing instructions basis. The Fund
may from time-to-time instruct the
Custodian to make a payment under the
PPO, in writing or another Custodian
Designated Security Procedure or Fund
Designated Security Procedure, which
instruction shall reference the
repetitive line number (a number
assigned to it by the Custodian after
execution of the PPO), details of the
payment, the transfer date and the
amount of the transfer; or
ii. A recurring instruction in which the
Fund supplies all required information
for a FT Instruction with an instruction
to process such payments with a specific
frequency.
7. Responsibility for the Detection of Errors in
Payment Orders; Liability of the Parties. The
purpose of any Fund Designated Security Procedure
or Custodian Designated Security Procedure is to
confirm the authenticity of any FT Instruction
and is not designed to detect errors or omissions
in such FT Instructions. Therefore, the
Custodian is not responsible for detecting any
Fund error or omission contained in any FT
Instruction received by the Custodian. In the
event that the FT Instruction either (i)
identifies the beneficiary by both a name and an
identifying or Fund account number and the name
and number identify different persons or
entities, or (ii) identifies any Fund by both a
name and an identifying number and the number
identifies a person or entity different from the
Fund identified by name, execution of the
relevant payment order, payment to the
beneficiary, cancellation of the payment order or
actions taken by the Custodian or any Fund in
respect of such payment order may be made solely
on the basis of the number.
The Custodian shall not be liable for interest on
the amount of any FT Instruction that was not
authorized or was erroneously executed unless the
Fund so notifies the Custodian within thirty (30)
days following the Funds receipt of notice that
such FT Instruction was processed. Any
compensation payable in the form of interest
shall be payable in accordance with UCC 4A. If a
FT Instruction in the name of the Fund and
accepted by the Custodian was not authorized by
the Fund, the liability of the parties will be
governed by the applicable provisions of UCC 4A.
DELEGATION SCHEDULE
By its execution of this Delegation Schedule dated
as of August 23, 2011, SEI Institutional
International Trust, a management investment company
registered with the Securities and Exchange
Commission (the Commission) under the Investment
Company Act of 1940, as amended (the 1940 Act),
acting through its Board of Trustees or its duly
appointed representative (the Trust), hereby
appoints ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO., a New York
limited partnership with an office in Boston,
Massachusetts (the Delegate) and as Delegate hereby
accepts appointment as, the Trusts delegate to
perform certain functions with respect to the
custody of Trusts Assets outside the United States.
1. Maintenance of the Trusts Assets Abroad. The
Trust, acting through its Board or its duly
authorized representative, hereby instructs
Delegate pursuant to the terms of the
Custodian Agreement dated as of the date
hereof executed by and between the Trust and
the Delegate (the Custodian Agreement) to
place and maintain the Trusts Assets in
countries outside the United States in
accordance with Instructions received from the
Trusts Investment Advisor and in accordance
with this Schedule. Such instruction shall
represent an Instruction under the terms of
the Custodian Agreement. The Trust
acknowledges that (a) the Delegate shall
perform services hereunder only with respect
to the countries where it accepts delegation
as Foreign Custody Manager as indicated on
Delegates Global Custody Network Listing, as
may be revised from time to time upon advance
written notice to Trust; (b) depending on
conditions in the particular country, advance
notice may be required before the Delegate
shall be able to perform its duties hereunder
in or with respect to such country (such
advance notice to be reasonable in light of
the specific facts and circumstances attendant
to performance of duties in such country); and
(c) nothing in this Delegation Schedule shall
require the Delegate to provide delegated or
custodial services in any country, and there
may from time to time be countries as to which
the Delegate determines it will not provide
delegation services. Delegate will provide the
Trust with advance written notice of such
countries.
2. Delegation. Pursuant to the provisions of Rule
17f-5 under the 1940 Act as amended, the Board
hereby delegates to the Delegate, and the
Delegate hereby accepts such delegation and
agrees to perform those duties set forth in
this Delegation Schedule concerning the
safekeeping of the Trusts Assets in each of
the countries designated on the Global Custody
Network Listing. The Delegate is hereby
authorized to take such actions on behalf of
or in the name of the Trust as are reasonably
required to discharge its duties under this
Delegation Schedule, including, without
limitation, to cause the Trusts Assets to be
placed with a particular Eligible Foreign
Custodian in accordance herewith. The Trust
confirms to the Delegate that the Trust or its
investment adviser has considered the
Sovereign Risk and Country Risk as part of its
continuing investment decision process,
including such factors as may be reasonably
related to the systemic risk of maintaining
the Trusts Assets in a particular country,
including, but not limited to, financial
infrastructure, prevailing custody and
settlement systems and practices (including
the use of any Securities Depository in the
context of information provided by the
Custodian in the performance of its duties as
required under 1940 Act Rule 17f-7 and the
terms of the Custodian Agreement governing
such duties), and the laws relating to the
safekeeping and recovery of the Trusts Assets
held in custody pursuant to the terms of the
Custodian Agreement. The Delegate agrees to
provide the Board from time to time such
reasonable documentation of its capacity to
exercise reasonable care in respect of the
duties described in this attachment as the
Board may reasonably require.
3. Selection of Eligible Foreign Custodian and
Contract Administration. The Delegate shall
perform the following duties with respect to
the selection of Eligible Foreign Custodians
and administration of certain contracts
governing the Trusts foreign custodial
arrangements:
a. Selection of Eligible Foreign Custodian.
The Delegate shall place and maintain
the Trusts Assets with an Eligible
Foreign Custodian; provided that the
Delegate shall have determined that the
Trusts Assets placed with the Eligible
Foreign Custodian will be subject to
reasonable care based on the standards
applicable to custodians in the relevant
market after considering all factors
relevant to the safekeeping of such
assets, including without limitation:
i. The Eligible Foreign Custodians
practices, procedures, and
internal controls, including, but
not limited to, the physical
protections available for
certificated securities (if
applicable), the controls and
procedures for dealing with any
Securities Depository, the method
of keeping custodial records, and
the security and data protection
practices;
ii. Whether the Eligible Foreign
Custodian has the requisite
financial strength to provide
reasonable care for the Trusts
Assets placed with the Eligible
Foreign Custodian;
iii. The Eligible Foreign Custodians
general reputation and standing:
and
iv. Whether the Trust will have
jurisdiction over and be able to
enforce judgments against the
Eligible Foreign Custodian, such
as by virtue of the existence of
any offices of such Eligible
Foreign Custodian in the United
States or such Eligible Foreign
Custodians appointment of an agent
for service of process in the
United States or consent to
jurisdiction in the United States.
The Delegate shall be required to make
the foregoing determination to the best
of its knowledge and belief based only
on information reasonably available to
it.
b. Contract Administration. The Delegate
shall cause that the foreign custody
arrangements with an Eligible Foreign
Custodian shall be governed by a written
contract that the Delegate has
determined will provide reasonable care
for Trust assets based on the standards
applicable to custodians in the relevant
market. Each such contract shall, except
as set forth in the last paragraph of
this subsection (b), include provisions
that provide:
i. For indemnification or insurance
arrangements (or any combination
of the foregoing) such that the
Trust will be adequately protected
against the risk of loss of assets
held in accordance with such
contract;
ii. That the Trusts Assets will not be
subject to any right, charge,
security interest, lien or claim
of any kind in favor of the
Eligible Foreign Custodian or its
creditors except a claim of
payment for their safe custody or
administration or, in the case of
cash deposits, liens or rights in
favor of creditors of such
Custodian arising under
bankruptcy, insolvency or similar
laws;
iii. That beneficial ownership of the
Trusts Assets will be freely
transferable without the payment
of money or value other than for
safe custody or administration;
iv. That adequate records will be
maintained identifying the Trusts
Assets placed in the custody of
the Eligible Foreign Custodian as
belonging to the Trust or as being
held by a third party for the
benefit of the Trust;
v. That the Trusts independent public
accountants will be given access
to those records described in (iv)
above or confirmation of the
contents of such records; and
vi. That the Delegate and the Trust
will receive sufficient and timely
periodic reports with respect to
the safekeeping of the Trusts
Assets placed in the custody of
the Eligible Foreign Custodian,
including, but not limited to,
notification of any transfer to or
from the Trusts account or a third
party account containing the
Trusts Assets.
Such contract may contain, in lieu of
any or all of the provisions specified
in this Section 3(b), such other
provisions that the Delegate determines
will provide, in their entirety, the
same or a greater level of care and
protection for the Funds Assets as the
specified provisions, in their entirety.
c. Limitation to Delegated Selection.
Notwithstanding anything in this
Delegation Schedule to the contrary, and
unless otherwise agreed upon by the
parties, the duties under this Section 3
shall apply only to Eligible Foreign
Custodians selected by the Delegate and
shall not apply to Securities
Depositories or to any Eligible Foreign
Custodian that the Delegate is directed
to use pursuant to Section 7 of this
Delegation Schedule.
4. Monitoring. Promptly after the execution and
delivery of this Delegation Schedule, the
Delegate shall establish and maintain a system
to monitor at reasonable intervals (but at
least annually) the appropriateness of
maintaining the Trusts Assets with each
Eligible Foreign Custodian that has been
selected by the Delegate pursuant to Section 3
of this Delegation Schedule. The Delegate
shall monitor the continuing appropriateness
of placement of the Trusts Assets in
accordance with the criteria established under
Section 3(a) of this Delegation Schedule. The
Delegate shall monitor the performance and
continuing appropriateness of the contract
governing the Trusts arrangements in
accordance with the criteria established under
Section 3(b) of this Delegation Schedule.
5. Reporting. At least annually and more
frequently as mutually agreed between the
parties, the Delegate shall provide to the
Board written reports identifying the Trusts
Assets placed in custody with each Eligible
Foreign Custodian selected by the Delegate
pursuant to Section 3 of this Delegation
Schedule and shall promptly report as to any
material changes to such foreign custody
arrangements. Delegate will prepare such a
report with respect to any Eligible Foreign
Custodian that the Delegate has been
instructed to use pursuant to Section 7 of
this Delegation Schedule only to the extent
specifically agreed with respect to the
particular situation. The Delegate also will
provide the Trust with any additional
information about the Trusts foreign custody
arrangements as the Trust may reasonably
request from time to time.
6. Withdrawal of Funds Assets. If the Delegate
determines that an arrangement with a specific
Eligible Foreign Custodian selected by the
Delegate under Section 3 of this Delegation
Schedule no longer meets the requirements of
said Section, Delegate shall withdraw the
Trusts Assets from the non-complying
arrangement as soon as reasonably practicable;
provided, however, that if in the reasonable
judgment of the Delegate, such withdrawal
would require liquidation of any of the Trusts
Assets or would materially impair the
liquidity, value or other investment
characteristics of the Trusts Assets, it shall
be the duty of the Delegate to provide
information regarding the particular
circumstances and to act only in accordance
with Instructions of the Trust or its
Investment Advisor with respect to such
liquidation or other withdrawal.
7. Direction as to Eligible Foreign Custodian.
Notwithstanding this Delegation Schedule, the
Trust, acting through its Board, its
Investment Advisor or its other authorized
representative, may direct the Delegate to
place and maintain the Trusts Assets with a
particular Eligible Foreign Custodian,
including without limitation with respect to
investment in countries as to which the
Custodian will not provide delegation
services. In such event, the Delegate shall be
entitled to rely on any such instruction as an
Instruction under the terms of the Custodian
Agreement and shall have no duties under this
Delegation Schedule with respect to such
arrangement save those that it may undertake
specifically in writing with respect to each
particular instance.
8. Standard of Care. In carrying out its duties
under this Delegation Schedule, the Delegate
agrees to exercise reasonable care, prudence
and diligence such as a person having
responsibility for safekeeping the Trusts
Assets would exercise.
9. Representations. The Delegate hereby
represents and warrants that it is a U.S. Bank
as defined in Rule 17f-5(a)(7) and that this
Delegation Schedule has been duly authorized,
executed and delivered by the Delegate and is
a legal, valid and binding agreement of the
Delegate.
The Trust hereby represents and warrants that
its Board of Trustees has determined that it
is reasonable to rely on the Delegate to
perform the delegated responsibilities
provided for herein and that this Delegation
Schedule has been duly authorized, executed
and delivered by the Trust and is a legal,
valid and binding agreement of the Trust.
10. Effectiveness; termination. This
Delegation Schedule shall be effective as of
the date on which this Delegation Schedule
shall have been accepted by the Delegate, as
indicated by the date set forth below the
Delegates signature. This Delegation Schedule
may be terminated at any time, without
penalty, by written notice from the
terminating party to the non-terminating
party. Such termination shall be effective on
the 30th calendar day following the date on
which the non-terminating party shall receive
the foregoing notice. The foregoing to the
contrary notwithstanding, this Delegation
Schedule shall be deemed to have been
terminated concurrently with the termination
of the Custodian Agreement.
11. Notices. Notices and other
communications under this Delegation Schedule
are to be made in accordance with the
arrangements designated for such purpose under
the Custodian Agreement unless otherwise
indicated in a writing referencing this
Delegation Schedule and executed by both
parties.
12. Definitions. Capitalized terms in this
Delegation Schedule have the following
meanings:
Country Risk shall have the meaning set
forth in Section 9.1.2 of the Custodian Agreement.
Eligible Foreign Custodian - shall have the
meaning set forth in Rule 17f- 5(a)(1) and
shall also include a U.S. Bank.
Trusts Assets - shall mean any of the Trusts
investments (including foreign currencies) for
which the primary market is outside the United
States, and such cash and cash equivalents as
are reasonably necessary to effect the Trusts
transactions in such investments.
Instructions - shall have the meaning set
forth in the Custodian Agreement.
Securities Depository - shall have the meaning
set forth in Rule 17f-7.
Sovereign Risk - shall have the meaning set
forth in Section 9.1.3 of the Custodian
Agreement.
U.S. Bank - shall mean a bank that qualifies
to serve as a custodian of assets of
investment companies under Section 17(f) of
the Act.
13. Governing Law and Jurisdiction. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE.
The parties hereby agree to the exclusive
jurisdiction of federal courts sitting in the
State of New York or of the State courts of
such State.
14. Integration. This Delegation Schedule
sets forth all of the Delegates duties with
respect to the selection and monitoring of
Eligible Foreign Custodians, the
administration of contracts with Eligible
Foreign Custodians, the withdrawal of assets
from Eligible Foreign Custodians and the
issuance of reports in connection with such
duties. The terms of the Custodian Agreement
shall apply generally as to matters not
expressly covered in this Delegation Schedule,
including dealings with the Eligible Foreign
Custodians in the course of discharge of the
Delegates obligations under the Custodian
Agreement, and indemnification provisions.
15. Limitation of Liability. The execution
and delivery of this Agreement have been
authorized by the Trusts Board of Trustees and
this Agreement has been signed by an
authorized officer of the Trust, 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, and the
obligations of this Agreement are not binding
upon any of the Trustees or Shareholders of
the Trust, but bind only the appropriate
property of the Trust, portfolio, or Class, as
provided in the Trusts Declaration of Trust.
Further, no portfolio will be liable or
responsible for the acts, omissions or
obligations of another portfolio.
[Signatures Follow on Next Page]
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be duly executed as of the
date first above written.
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. SEI
INSTITUTIONAL INTERNATIONAL TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Title: Vice President
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