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EXHIBIT 99.B8
CUSTODIAN CONTRACT
BETWEEN
HARBOR GROWTH FUND
AND
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
PAGE
1. Employment of Custodian and Property to be Held By It ............... 1
2. Duties of the Custodian with Respect To Property of the
Fund Held by the Custodian .......................................... 2
2.1 Holding Securities ......................................... 2
2.2 Delivery of Securities ..................................... 2
2.3 Registration of Securities ................................. 5
2.4 Bank Accounts .............................................. 6
2.5 Payments for Shares ........................................ 6
2.6 Investment and Availability of Federal Funds ............... 6
2.7 Collection of Income ....................................... 7
2.8 Payment of Fund Moneys ..................................... 7
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased .................................... 9
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund ...................................... 10
2.11 Appointment of Agents ...................................... 10
2.12 Deposit of Fund Assets in Securities System ................ 11
2.13 Segregated Account ......................................... 13
2.14 Ownership Certificates for Tax Purposes .................... 14
2.15 Proxies .................................................... 14
2.16 Communications Relating to Fund Portfolio Securities ....... 14
2.17 Proper Instructions ........................................ 15
2.18 Actions Permitted Without Express Authority ................ 15
2.19 Evidence of Authority ...................................... 16
3. Duties of Custodian with Respect to Property of the Fund
Held Outside of the United States ................................... 16
3.1 Appointment of Foreign Sub-Custodians ...................... 16
3.2 Assets to be Held .......................................... 17
3.3 Foreign Securities Depositories ............................ 17
3.4 Segregation of Securities .................................. 17
3.5 Agreements with Foreign Banking Institutions ............... 17
3.6 Access of Independent Accountants of the Fund .............. 18
3.7 Reports by Custodian ....................................... 18
3.8 Transactions in Foreign Custody Account .................... 18
3.9 Liability of Foreign Sub-Custodians ........................ 19
3.10 Liability of Custodian ..................................... 20
3.11 Monitoring Responsibilities ................................ 20
3.12 Branches of U.S. Banks ..................................... 21
4. Duties of Custodian with Respect to the Books of Account
and Calculation of Net Asset Value and Net Income ................... 21
5. Records ............................................................. 22
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6. Opinion of Fund's Independent Accountant ......................... 22
7. Reports to Fund by Independent Public Accountants ................ 22
8. Compensation of Custodian ........................................ 23
9. Responsibility of Custodian ...................................... 23
10. Effective Period, Termination and Amendment ...................... 24
11. Successor Custodian .............................................. 25
12. Interpretive and Additional Provisions ........................... 26
13. Insurance ........................................................ 27
14. Additional Funds ................................................. 27
15. Massachusetts Law to Apply ....................................... 27
16. Prior Contracts .................................................. 27
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CUSTODIAN CONTRACT
This contract between HARBOR GROWTH FUND, a business trust organized and
existing under the laws of Massachusetts, having its principal place of
business at One ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ hereinafter called the "Fund" and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation, having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, hereinafter called the "Custodian",
WHEREAS, the Fund is authorized to issue shares in separate series, with
shares of each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer shares of only one series,
(such series, together with all other series subsequently established by the
Fund and made subject to this Contract in accordance with paragraph 14, being
herein referred to as the "Fund(s)");
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of its Declaration of Trust dated May 20, 1986, as
amended from time to time (the "Declaration of Trust"). The Fund agrees to
deliver to the Custodian all securities and cash owned by it, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest ("Shares") of the Fund as may be issued or sold from time to time.
The Custodian shall not be responsible for any property of the Fund held or
received by the Fund and not delivered to the Custodian.
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Upon receipt of "Proper Instructions" (within the meaning of Section
2.17), the Custodian shall from time to time employ one or more sub-custodians,
but only in accordance with an applicable vote by the Trustees of the Fund, and
provided that the Custodian shall have no more or less responsibility or
liability to the Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN.
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of the Fund all non-cash property, including all securities
owned by the Fund, other than securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities depository or
in a book-entry system authorized by the U.S. Department of Treasury,
collectively referred to herein as "Securities System".
2.2 Delivery of Securities. The Custodian shall release and deliver
securities owned by the Fund held by the Custodian or in a Securities
System account of the Custodian only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor (for the purposes of this subsection,
the term "sale" shall include without limitation the disposition of
a portfolio security (i) upon the exercise of an option written by
the Fund and (ii) upon the failure of the Fund to make a successful
bid with respect to a portfolio security, the continued holding of
which is contingent upon the making of such a bid);
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
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3) In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Custodian;
7) To the broker selling the same for examination in accordance
with the "street delivery" custom;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities, or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
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in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Fund, but only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Fund, which
may be in the form of cash or obligations issued by the United
States government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be credited to
the Custodian's account in the book-entry system authorized by the
U.S.Department of the Treasury, the Custodian will not be held
liable or responsible for the delivery of securities owned by the
Fund prior to the receipt of such collateral;
11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only against
receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "Exchange
Act"), and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market, or any
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similar organization or organizations, regarding futures margin
account deposits in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such Transfer Agent
or to the holders of Shares in connection with distributions in
kind, as may be described from time to time in the Fund's currently
effective Prospectus and Statement of Additional Information
("Prospectus"), in satisfaction of requests by holders of Shares for
repurchase or redemption; and
15) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Trustees or of the Executive Committee signed by an officer of
the Fund and certified by the Secretary or an Assistant Secretary,
specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purposes to be
proper purposes, and naming the person or persons to whom delivery
of such securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted by
the Custodian on behalf of the Fund under the terms of this Contract shall
be in "street
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name" or other good delivery form or shall be returned to the selling
broker or dealer who shall be advised of the reason therefor.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of the Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940, as
amended. Funds held by the Custodian for the Fund may be deposited by it
to its credit as Custodian in the Banking Department of the Custodian or
in such other banks or trust companies as it may in its discretion deem
necessary or desirable; provided, however, that every such bank or trust
company shall be qualified to act as a custodian under the Investment
Company Act of 1940, as amended, and that each such bank or trust company
and the funds to be deposited with each such bank or trust company shall
be approved by the Trustees of the Fund. Such funds shall be deposited by
the Custodian in its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the distributor
for the Fund's Shares or from the Transfer Agent of the Fund and deposit
into the Fund's account such payments as are received for Shares of the
Fund issued or sold from time to time by the Fund. The Custodian will
provide timely notification to the Fund and the Transfer Agent of any
receipt by it of payments for Shares of the Fund.
2.6 Investment and Availability of Federal Funds. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall make federal funds
available to the Fund on the day following the receipt of checks by the
Custodian in the amount of
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checks received in payment for Shares of the Fund which are deposited
into the Fund's account.
2.7 Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis all
income and other payments with respect to bearer securities if, on the
date of payment by the issuer, such securities are held by the Custodian
or agent thereof and shall credit such income, as collected to the Fund's
custodian account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and shall
collect interest when due on securities held hereunder. Income due the
Fund on securities loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Fund. The Custodian will have no duty
or responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which
the Fund is properly entitled.
2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of the Fund in the following cases only:
1) Upon the purchase of securities, futures contracts or options
on futures contracts for the account of the Fund but only (a)
against the delivery of such securities, or evidence of title to
futures contracts or options on futures contracts, to the Custodian
(or any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the
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Investment Company Act of 1940, as amended, to act as custodian and
has been designated by the Custodian as its agent for this purpose)
registered in the name of the Fund or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in proper form
for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section 2.12 hereof or (c) in the case of repurchase agreements
entered into between the Fund and the Custodian, or another bank,
or a broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an entry
crediting the Custodian's account in which it holds securities as
fiduciary, custodian or otherwise for customers at the Federal
Reserve Bank with such securities or (ii) in the case of purchase
by the Fund of securities owned by State Street Bank and Trust
Company ("State Street") for its own account, against (A)delivery
of the receipt evidencing purchase by the Fund, (B) earmarking
certificates for such securities to show ownership by the Fund or
transfer of such securities from State Street's proprietary account
at the Federal Reserve Bank to its account described in (i) above,
unless the Securities are already held in the latter account, (C)
the entry on the records of State Street showing that such
securities are held by the Fund, and (D) delivery of written
evidence of the agreement of State Street to repurchase such
securities from the Fund; provided that, upon receipt of Proper
Instructions, the Custodian shall transfer to another bank or trust
company qualified to act as a custodian under the Investment
Company Act of 1940, as amended, securities held in a Securities
System and purchased from State Street subject to State Street's
agreement to repurchase such securities;
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2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Fund
as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for the
account of the Fund: interest, taxes, management, accounting,
transfer agent and legal fees, filing fees for the registration or
qualification of securities and operating expenses of the Fund
whether or not such expenses are to be in whole or part capitalized
or treated as deferred expenses;
5) For the payment of any dividends declared pursuant to the
governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Trustees or of the Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom
such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of securities for the
account of the Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund to so pay in advance, the Custodian shall
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be absolutely liable to the Fund for such securities to the same extent
as if the securities had been received by the Custodian, except that in
the case of repurchase agreements entered into by the Fund with a bank
which is a member of the Federal Reserve System, the Custodian may
transfer funds to the account of such bank prior to the receipt of
written evidence that the securities subject to such repurchase agreement
have been transferred by book-entry into a segregated non-proprietary
account of the Custodian maintained with the Federal Reserve Bank of
Boston or of the safe-keeping receipt, provided that such securities have
in fact been so transferred by book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund. From such
funds as may be available for the purpose but subject to the limitations
of the Declaration of Trust and any applicable votes of the Trustees of
the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of the Fund, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholder. In connection with the redemption or repurchase of Shares of
the Fund, the Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is
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itself qualified under the Investment Company Act of 1940, as amended, to
act as a custodian, as its agent to carry out such of the provisions of
this Article 2 as the Custodian may from time to time direct; provided
however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies, collectively referred to
herein as "Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall
not include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to securities of
the Fund which are maintained in a Securities System shall identify
by book-entry those securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the
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Fund. The Custodian shall transfer securities sold for the account
of the Fund upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the
Account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of
the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by the Custodian and be
provided to the Fund at its request. Upon request, the Custodian
shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and
shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions in the Securities System for the
account of the Fund.
4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 10 hereof;
6) Anything to the contrary in this Contract notwithstanding,
the Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from failure of
the Custodian or any such agent to enforce effectively such rights
as it may have against the Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the
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Custodian with respect to any claim against the Securities System
or any other person which the Custodian may have as a consequence
of any such loss or damage if and to the extent that the Fund has
not been made whole for any such loss or damage.
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained in an
account by the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Fund, (ii) for purposes of segregating cash or U.S. Government
securities in connection with options purchased, sold or written by the
Fund or commodity futures contracts or options thereon purchased or sold
by the Fund, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered
investment companies and (iv) for other proper purposes, but only, in the
case of clause (iv), upon receipt of, in addition to Proper Instructions,
a certified copy of a resolution of the Trustees or of the Executive
Committee signed by an officer of the Fund and certified by the Secretary
or an
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Assistant Secretary, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper purposes.
2.14 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
2.15 Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver
to the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.16 Communications Relating to Fund Portfolio Securities. The Custodian
shall transmit promptly to the Fund all written information (including,
without limitation, pendency of calls and maturities of securities and
expirations of rights in connection therewith and notices of exercise of
call and put options written by the Fund and the maturity of futures
contracts purchased or sold by the Fund) received by the Custodian from
issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall notify the Custodian at least one
business day prior to the date on which the Custodian is to take such
action.
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2.17 Proper Instructions. Proper Instructions as used throughout this Article
2 means a writing signed or initialed by one or more person or persons as
the Trustees shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if
the Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Trustees of the Fund accompanied
by a detailed description of procedures approved by the Trustees, Proper
Instructions may include communication effected directly between
electro-mechanical or electronic devices provided that the Trustees and
the Custodian are satisfied that such procedures afford adequate
safeguards for the Fund's assets.
2.18 Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties
under this Contract, provided that all such payments shall be
accounted for to the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer
and other dealings with the
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securities and property of the Fund except as otherwise directed by
the Trustees of the Fund.
2.19 Evidence of Authority. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the Fund. The Custodian may receive and
accept a certified copy of a vote of the Trustees of the Fund as
conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by
the Trustees pursuant to the Declaration of Trust as described in such
vote, and such vote may be considered as in full force and effect until
receipt by the Custodian or written notice to the contrary.
3. DUTIES OF CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD OUTSIDE OF
THE UNITED STATES.
3.1 Appointment of Foreign Sub-Custodians. In accordance with Section 1, the
Custodian is authorized and instructed to employ as sub-custodians for the
Fund's securities and other assets maintained outside of the United States
the foreign banking institutions and foreign securities depositories
designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt
of Proper Instructions, together with a certified resolution of the
Trustees of the Fund, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional foreign
institutions and foreign securities depositories to act as sub-custodians.
Upon receipt of Proper Instructions from the Fund, the Custodian shall
cease the employment of any one or more of such sub-custodians for
maintaining custody of the Fund's assets.
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3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities," as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act of 1940, as amended, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund may determine to
be reasonably necessary to effect the Fund's foreign securities
transactions.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by the Custodian and the Fund, assets of the Fund shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as sub-custodians
pursuant to the terms hereof.
3.4 Segregation of Securities. The Custodian shall identify on its books as
belonging to the Fund, the foreign securities of the Fund held by each
foreign sub-custodian. Each agreement pursuant to which the Custodian
employs a foreign banking institution shall require that such institution
establish a custody account for the Custodian on behalf of the Fund and
physically segregate in the account, securities and other assets of the
Fund, and, in the event that such institution deposits the Fund's
securities in a foreign securities depository, that it shall identify on
its books as belonging to the Custodian, as agent for the Fund, the
securities so deposited (all collectively referred to as the "Account").
3.5 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall provide that: (a) the Fund's assets
will not be subject to any rights, charge, security interest, lien or
claim of any kind in favor of the foreign banking institution or its
creditors, except a claim of payment for their safe custody or
administration; (b) beneficial ownership of the Fund's assets will be
freely transferable without the payment of money or value other than for
custody or
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administration; (c) adequate records will be maintained identifying the
assets as belonging to the Fund; (d) officers of or auditors employed
by, or other representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants for the
Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with the
Custodian; and (e) assets of the Fund held by the foreign sub-custodian
will be subject only to the instructions of the Custodian or its agents.
3.6 Access of Independent Accountants of the Fund. Upon request of the Fund,
the Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-custodian
insofar as such books and records relate to the performance of such
foreign banking institution under its agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and
other assets of the Fund held by foreign sub-custodians, including but not
limited to an identification of entities having possession of the Fund's
securities and other assets and advices or notifications of any transfers
of securities to or from each custodial account maintained by a foreign
banking institution for the Custodian on behalf of the Fund indicating, as
to securities acquired for the Fund, the identity of the entity having
physical possession of such securities.
3.8 Transactions in Foreign Custody Account. (a) Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall make or cause its foreign
sub-custodian to transfer, exchange or
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deliver foreign securities owned by the Fund, but except to the extent
explicitly provided herein only in one of the circumstances specified in
Section 2.2.
(b) Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall
pay out or cause its foreign sub-custodians to pay out monies of the
Fund, but except to the extent explicitly provided herein only in one of
the circumstances specified in Section 2.8.
(c) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of the
Fund and delivery of securities maintained for the account of the Fund
may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures in
the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to
a dealer therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(d) Securities maintained in the custody of a foreign sub-custodian may
be maintained in the name of such entity's nominee to the same extent as
set forth in Section 2.3 of this Contract and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable care in
the performance of its duties and to indemnify, and hold harmless, the
Custodian and each Account from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of
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23
the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking
institution as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set forth
with respect to sub-custodians generally in Section 1 of this Contract
and, regardless of whether assets are maintained in the custody of a
foreign banking institution, a foreign securities depository or a branch
of a U.S. bank as contemplated by Section 3.12 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or authorization by the
Fund to maintain custody of any securities or cash of the Fund in a
foreign country including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism.
3.11 Monitoring Responsibilities. The Custodian shall furnish annually to the
Fund, during the month of June, information concerning the foreign
sub-custodians, if any, employed by the Custodian on behalf of the Fund.
Such information shall be of the kind and scope customarily furnished in
order to comply with the provisions of Rule 17f-5 under the Investment
Company Act of 1940, as amended. In addition, the Custodian will promptly
inform the Fund in the event that the Custodian learns of a material
adverse change in the financial condition of a foreign sub-custodian or is
notified by a foreign banking institution employed as a foreign
sub-custodian that there appears to be a substantial likelihood that its
shareholders' equity will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders'
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equity has declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting principles).
3.12 Branches of U.S. Banks. Except as otherwise set forth in this Contract,
the provisions hereof shall not apply where the custody of the Fund assets
maintained in a foreign branch of a banking institution which is a "bank"
as defined by Section 2 (a) (5) of the Investment Company Act of 1940, as
amended, which meets the qualification set forth in Section 26 (a) of said
Act. The appointment of any such branch as a sub-custodian shall be
governed by Article 1 of this Contract.
4. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION
OF NET ASSET VALUE AND NET INCOME.
The Custodian shall keep the books of account of the Fund and compute the
net asset value per share of the outstanding shares of the Fund. The Custodian
shall also calculate daily the net investment income of the Fund as described
in the Fund's currently effective Prospectus and shall advise the Fund and the
Transfer Agent daily of the total amounts of such net investment income and, if
instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net investment income among
its various components. The calculations of the net asset value per share and
the daily income of the Fund shall be made at the time or times described from
time to time in the Fund's currently effective Prospectus. The Custodian shall
submit to all regulatory and administrative bodies having jurisdiction over the
services provided pursuant to this Contract, present or future, any
information, reports, or other material which any such body by reason of this
Contract may request or require pursuant to applicable laws and regulations.
The Custodian shall not disclose or use any records it has prepared by reason
of this Contract in any manner except as expressly authorized herein or
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directed by the Fund and shall keep confidential any information obtained by
reason of this Contract.
5. RECORDS.
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, as amended,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Fund. All
such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents
of the Securities and Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by the Fund and
held by the Custodian and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
6. OPINION OF FUNDS INDEPENDENT ACCOUNTANT.
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Fund's Form N-1A, and Form N-SAR or other periodic
reports to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
7. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS.
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and
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26
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian
under this Contract; such reports, which shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund, to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, shall so state.
8. COMPENSATION OF CUSTODIAN.
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between
the Fund and the Custodian.
9. RESPONSIBILITY OF CUSTODIAN.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice. Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall be in accordance
with a separate agreement, if any entered into between the Custodian and the
Fund.
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If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Fund being liable for the payment of money or incurring liability of
some other form, the Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of the
Fund's assets to the extent necessary to obtain reimbursement.
10. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Custodian shall not act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Trustees of the Fund have approved the initial use of a
particular Securities System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Trustees have reviewed the use by
the Fund of such Securities System, as required in each case by Rule
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17f-4 under the investment Company Act of 1940, as amended; provided further,
however, that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Declaration of Trust, and further provided, that the Fund may at any
time by action of its Trustees (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.
11. SUCCESSOR CUSTODIAN.
If a successor custodian shall be appointed by the Trustees of the Fund,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder and shall transfer to an account of the
successor custodian all of the Fund's securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Trustees of the
Fund, deliver at the office of the Custodian and transfer such securities,
funds, and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to
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deliver to a bank or trust company, which is a "bank" as defined in the
Investment Company Act of 1940, as amended, doing business in Boston,
Massachusetts, of its own selection having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract and to transfer to an account of such
successor custodian all of the Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of vote referred to or of the
Trustees to appoint a successor custodian, the Custodian shall be entitled to
fair compensation for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the provisions of
this Contract relating to the duties of and obligations of the Custodian shall
remain in full force and effect.
12. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the Declaration of Trust of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.
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13. INSURANCE
The Custodian shall at all times maintain insurance coverage deemed
adequate by the Custodian in light of its duties hereunder and its other
obligations and activities.
14. ADDITIONAL FUNDS.
In the event that the Fund establishes one or more series with respect to
which it desires to have the Custodian render services as custodian under the
terms hereof, it shall so notify the Custodian in writing, and if the Custodian
agrees in writing to provide such services, such series of Shares shall become
a Fund hereunder.
15. MASSACHUSETTS LAW TO APPLY.
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
16. PRIOR CONTRACTS.
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.
The name "Harbor Growth Fund" is the designation of the Trustees for the
time being under a Declaration of Trust dated May 20, 1986, as amended, and all
persons dealing with the Fund must look solely to the Fund's property for the
enforcement of any claims against the Fund as neither the Trustees, officers,
agents nor Shareholders assume any personal liability for obligations entered
into on behalf of the Fund.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 19th day of November, 1986.
ATTEST HARBOR GROWTH FUND
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ Authorized ▇▇▇▇▇▇ By /s/ Authorized ▇▇▇▇▇▇
------------------------- -------------------------
Assistant Secretary Vice President
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[STATE STREET LOGO]
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
▇▇▇▇▇ ILLINOIS
*Harbor Growth Fund
I. Administration
C. Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and
report cash transactions. Maintain investment ledgers, provide selected
portfolio transactions, position and income reports. Maintain general
ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger reports.
Securities yield or market value quotations will be provided to State
Street by the fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
Custody, Portfolio
Fund Net Assets. and Fund Accounting
---------------- -------------------
First $20 Million 1/15 of 1%
Next $80 Million 1/30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges $2,500
II. Global Custody - Services provided include:
Cash Movements, Foreign Communication, Foreign Exchange
(local currency settlements).
Fund Net Assets Annual Fees
--------------- -----------
First $50 Million 18 Basis Points
Next $50 Million 15 Basis Points
Over $100 Million 12 Basis Points
Minimum Per Client $5,000.00 Annually
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
III. Portfolio Trades - For each line item processed
State Street Bank Repos -- $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
IV. Options
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. Lending of Securities
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of loaned
securities $15.00
Deliver securities collateral versus receipt of
loaned securities $25.00
Loan administration -- ▇▇▇▇-to-market per day, per
loan $ 3.00
VI. Interest Rate Futures
Transactions -- no security movement $ 8.00
VII. Coupon Bonds
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VIII. Holdings Charge
For each issue maintained -- monthly charge $ 5.00
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
IX. Paydown on Government Securities
Per paydown $10.00
X. Dividend Charges (For items held at the Request
of Traders over record date in street form) $50.00
XI. Special Services
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports will be subject to negotation. Fees
for tax accounting/recordkeeping for options, financial futures, and
other special items will be negotiated separately.
XII. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone
Wire Charges ($4.70 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
XIII. Payment
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices.
▇▇▇▇▇ ILLINOIS STATE STREET BANK AND TRUST CO.
* Harbor Growth Fund
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ Authorized ▇▇▇▇▇▇
--------------------- ------------------------
Title President Title Vice President
------------------- ---------------------
Date 11-19-86 Date 6-18-86
------------------- ---------------------
35
AMENDMENT TO
CUSTODIAN CONTRACT
Amendment to Custodian Contract between Harbor Fund, a business trust
organized and existing under the laws of Massachusetts, having a principal place
of business at One ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Fund"),
and State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian Contract
dated November 19, 1986 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the face amount to the amount of the Letter
of Credit;
WHEREAS: the Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof;
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the Custodian
Contract as follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain
a segregated account (the "Letter of Credit Custody Account") for
and in behalf of the Fund as
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contemplated by Section 2.13(iv) for the purpose of
collateralizing the Fund's obligations under this Amendment to
the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall
hold in the Letter of Credit Custody Account cash, U.S. government
securities and other high-grade debt securities owned by the Fund
acceptable to the Custodian (collectively "Collateral Securities")
equal to 100% of the face amount to the amount which the Company
may draw under the Letter of Credit. Upon receipt of such
Collateral Securities in the Letter of Credit Custody Account, the
Custodian shall issue the Letter of Credit to the Company.
4. The fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit
Custody Account (the "Collateral") to secure the performance of
the Fund's obligations to the Custodian with respect to the Letter
of Credit, including, without limitation, under Section 5-114(3)
of the Uniform Commercial Code. The Fund shall register the pledge
of Collateral and execute and deliver to the Custodian such powers
and instruments of assignment as may be requested by the Custodian
to evidence and perfect the limited interest in the Collateral
granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account
may be substituted or exchanged (including substitutions or
exchanges which increase or decrease the aggregate value of the
Collateral) only pursuant to Proper Instructions from the Fund
after the Fund notifies the Custodian of the contemplated
substitution or exchange and the Custodian agrees that such
substitution or exchange is acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the
Letter of Credit Custody Account Collateral Securities in an
amount equal in value to the amount actually so paid. The
Custodian shall have with respect to the Collateral so withdrawn
all of the rights of a secured creditor under the Uniform
Commercial Code as adopted in the Commonwealth of Massachusetts at
the time of such withdrawal and all other rights granted or
permitted to it under law.
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37
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian
receives Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become
payable to it under the Letter of Credit and the withdrawal of all
Collateral Securities with respect thereto by the Custodian
pursuant to Section 6 hereof, or upon the termination of the
Letter of Credit by the Fund with the written consent of the
Company, the Custodian shall transfer any Collateral Securities
then remaining in the Letter of Credit Custody Account to another
fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment
to Custodian Contract. The Collateral shall at all times until
withdrawn pursuant to Section 6 hereof remain the property of the
fund, subject only to the extent of the interest granted herein to
the Custodian.
10. Notwithstanding any other termination of the Custodian Contract,
the Custodian Contract shall remain in full force and effect with
respect to the Letter of Credit Custody Account until transfer of
all Collateral Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in
connection with the Letter of Credit Custody Account as agreed
upon from time to time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby, shall be governed by,
and construed and interpreted under, the laws of the Commonwealth
of Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as may
be required to carry out the purposes of the Custodian Contract,
as amended hereby.
14. Except as provided in this Amendment to Custody Contract, the
Custodian Contract shall remain in full force and effect, without
amendment or modification, and all applicable provisions of the
Custodian Contract, as amended hereby, including, without
limitation, Section 8 thereof, shall govern the Letter of Credit
Custody
3
38
Account and the rights and obligations of the Fund and the
Custodian under this Amendment to Custodian Contract. No provision
of this Amendment to Custodian Contract shall be deemed to
constitute a waiver of any rights of the Custodian under the
Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 15th day of
August, 1988.
ATTEST:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- ---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Secretary/Treasurer
ATTEST: STATE STREET BANK AND TRUST CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- ---------------------------
Vice President
4
39
AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made this 1st day of November 1988 by and between STATE STREET
BANK AND TRUST COMPANY ("Custodian") and HARBOR FUND (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated November 19, 1986 (as amended to date, the "Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Replace subsection 7) of Section 2.2 Delivery of Securities with the
following new subsection 7):
7) Upon the sale of such securities for the account
of the Fund, to the broker or its clearing agent,
against a receipt, for examination in accordance with
"street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of
such securities prior to receiving payment for such
securities except as may arise from the Custodian's
own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST HARBOR FUND
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ----------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------
Assistant Secretary Vice President
40
[STATE STREET LOGO]
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
HARBOR SHORT TERM BOND FUND
--------------------------------------------------------------------------------
I. Administration
-----------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
Fund Net Assets Annual Fees
--------------- -----------
First $20 Million 1/15 of 1%
Next $80 Million 1/30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges $3,000
II. Global Custody
------------------
Fund Net Assets Annual Fees
--------------- -----------
20 Basis Points
Minimum Annual Charges $5,000
41
AMENDMENT TO CUSTODIAN CONTRACT
AGREEMENT made this 2nd day of January, 1992 by and between STATE STREET
BANK AND TRUST COMPANY (the "Custodian") and HARBOR FUND (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated November 19, 1986 (the "Custodian Contract") which governs the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund;
WHEREAS, the Fund desires to engage in the trading of Time Deposits in
connection with its investment activity;
NOW THEREFORE, the Custodian and Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following provisions:
1) Add to Section 2.8, the following:
"or (e) for transfer to a time deposit account of the
Fund in any bank, whether domestic or foreign; such
transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank
pursuant to Proper Instructions from the Fund as
defined in Section 2.17"
2) Insert at the beginning of Section 2.9 the following
phrase:
"Except as specifically stated otherwise in this
Agreement,"
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by a duly authorized representative as
of the aforementioned day and year.
ATTEST HARBOR FUND
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ----------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- ----------------------------------
Assistant Secretary Vice President
42
AMENDMENT
The Custodian Contract dated November 11, 1986 between Harbor Fund (the
"Fund") and State Street Bank and Trust Company (the "Custodian") is hereby
amended as follows:
I. Section 2.1. is amended to read as follows:
"Holding Securities. The Custodian shall hold and physically segregate
for the account of the Fund all non-cash property, including all securities
owned by the Fund, other than (a) securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System" and (b) commercial paper
of an insurer for which State Street Bank and Trust Company acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in the Direct
Paper System of the Custodian pursuant to Section 2.12.A".
II. Section 2.2 is amended to read, in relevant part as follows:
"Delivery of Securities. The Custodian shall release and deliver
securities owned by the Fund held by the Custodian or in a Securities System
account of the Custodian or in the Custodian's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:
1) . . . . .
.
.
.
14) . . . . ."
1
43
III. Section 2.8(1) is amended to read in relevant part as follows:
"Payment of Fund Monies. Upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of the Fund in the following cases only:
1) Upon the purchase of securities, options, futures contracts
or options on futures contracts for the account of the Fund
but only (a) against the delivery of such securities or
evidence of title to such options, futures contracts or
options on futures contracts, to the Custodian (or any bank,
banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment
Company Act of 1940, as amended, to act as a custodian and has
been designated by the Custodian as its agent for this
purpose) registered in the name of the Fund or in the name of
a nominee of the Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof or (c) in the case
of a purchase involving the Direct Paper System, in accordance
with the conditions set forth in Section 2.12A; or (d) in the
case of repurchase agreements entered into between the Fund
and the Custodian, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the securities
either in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the Custodian
along with written evidence of the agreement by the Custodian
to repurchase such securities from the Fund or (e) for
transfer to a time deposit account of the Fund in any bank,
whether domestic or foreign; such transfer may be effected
prior to receipt of a confirmation from a broker and/or the
applicable bank pursuant to Proper Instructions from the Fund
as defined in Section 2.17;"
2
44
IV. Following Section 2.12, there is inserted a new Section 2.12.A to
read as follows:
2.12.A "Fund Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain securities owned by the Fund
in the Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in the Direct
Paper System only if such securities are represented in an
account ("Account") of the Custodian in the Direct Paper
System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to securities of
the Fund which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the records
of the Custodian to reflect such payment and transfer of
securities to the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon the
making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the
Fund;
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form of a
written advice or notice, of Direct Paper on the next business
day following such transfer and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's
transaction in the Securities System for the account of the
Fund;
3
45
6) The Custodian shall provide the Fund with any report on its
system of internal accounting control as the Fund may
reasonably request from time to time."
V. Section 10 is hereby amended to read as follows:
"Effective Period, Termination and Amendment. This contract
shall become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto and may be terminated be either party by
an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing; provided, however that the Custodian shall
not act under Section 2.12 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Trustees of the
Fund have approved the initial use of a particular Securities System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary that
the Trustees have reviewed the use by the Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of 1940, as
amended and that the Custodian shall not act under Section 2.12.A hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Trustees have approved the initial use of the Direct Paper
System and the receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Trustees have reviewed the use by the Fund of the Direct
Paper System; provided further, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust, and further provided,
that the Fund may at any time by action of its Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as described above to
the Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
4
46
Upon termination of the Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements."
Except as otherwise expressly amended and modified herein, the
provisions of the Custodian Contract shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its Seal to be hereto affixed as of the 18th day of May,
1992.
ATTEST: HARBOR FUND
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ ----------------------------------
ATTEST: STATE STREET BANK AND TRUST CO.
/s/ Authorized ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- -----------------------------------
Assistant Secretary Senior Vice President
5
47
[STATE STREET LOGO]
STATE STREET BANK AND TRUST
CUSTODIAN FEE SCHEDULE
HARBOR VALUE
--------------------------------------------------------------------------------
I. ADMINISTRATION
--------------
CUSTODY, PORTFOLIO, AND FUND ACCOUNTING SERVICE - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street by the fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
-------------------------
Custody, Portfolio
Series Net Assets and Fund Accounting
----------------- -------------------
First $20 Million 1/15 of 1%
Next $80 Million 1/30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges $2,250
Additional Investment Manager $1,500/Month
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
II. Global Custody - Services provided include:
(LOCAL CURRENCY SETTLEMENTS) Cash Movements, Foreign communication,
Foreign Exchange
Fund Net Assets Annual Fees
--------------- -----------
20 Basis Points
Minimum Per Client $5,000,00 Annually
III. PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED
-----------------------------------------------
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $ 12.00
New York Physical Settlements $ 25.00
Maturity Collections $ 8.00
All other trades $ 16.00
IV. OPTIONS
-------
Options charge for each option written or closing contract,
per issue, per broker $ 25.00
Option expiration charge, per issue, per broker $ 15.00
Option exercised charge, per issue, per broker $ 15.00
V. LENDING OF SECURITIES
---------------------
Deliver loaned securities versus cash collateral $ 20.00
Deliver loaned securities versus securities collateral $ 30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $ 30.00
Deliver cash collateral versus receipt of loaned securities $ 15.00
Deliver securities collateral versus receipt of loaned
securities $ 25.00
Loan administration ▇▇▇▇-to-market per day, per loan $ 3.00
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇]
▇▇. INTEREST RATE FUTURES
---------------------
Transactions -- no security movement $ 8.00
VII. COUPON BONDS
------------
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VIII. HOLDINGS CHARGE
--------------
100 or Less $ 5.00 Each
Over 100 Holdings No Charge
IX. PRINCIPAL REDUCTION PAYMENTS
----------------------------
Per paydown $ 10.00
X. DIVIDEND CHARGES
----------------
(for items held at the Request of Traders over
record date in street form) $ 50.00
XI. SPECIAL SERVICES
----------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments
and the preparation of special reports will be subject to negotiation.
Fees for tax accounting/recordkeeping for options, financial futures,
and other special items will be negotiated separately.
XII. OUT-OF-POCKET EXPENSES
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone
Wire Charges ($4.70 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 each
Transfer Fees
Sub-Custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 --
$4.25 each
GNMA Transfer -- $15.00 each
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
XIII. PAYMENT
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's
offices.
HARBOR VALUE STATE STREET BANK AND TRUST COMPANY
---------------------------- -----------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- -----------------------
Title: President Title: Vice President
-------------------- -----------------------
Date: October 28, 1993 Date: 10-25-93
-------------------- -----------------------
51
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and Trust Company (the
"Custodian") and Harbor Fund (formerly Harbor Growth Fund) (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated November 11, 1986 as amended August 15, 1988, November 1, 1988, January 2,
1992, and May 18, 1992 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the terms and
conditions under which the Custodian maintains the Fund's securities and other
non-cash property in the custody of certain foreign sub-custodians in conformity
with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and provisions;
1. Notwithstanding any provisions to the contrary set forth in the
Custodian Contract, the Custodian may hold securities and other non-cash
property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to securities and other non-cash property
of the Fund which are maintained in such account shall identify by book-entry
those securities and other non-cash property belonging to the Fund and (ii) the
Custodian shall require that securities and other non-cash property so held by
the foreign sub-custodian be held separately from any assets of the foreign
sub-custodian or of others.
2. Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed as a sealed instrument in its name and behalf by its duly authorized
representative this 27th day of July, 1995.
HARBOR FUND
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Treasurer
----------------------------
STATE STREET BANK AND TRUST COMPANY
By:/s/ ▇▇▇▇▇▇▇ Panard
-----------------------------
Title: Vice President
-----------------------------
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
STATE STREET BANK & TRUST COMPANY
Credit Balance Arrangement for:
Harbor Growth
Harbor International
Harbor Capital Appreciation
Harbor Value
Harbor Bond
Harbor Money Market
Harbor Short Duration
Harbor International Growth
--------------------------------------------------------------------------------
I. Daily Services:
DDA Research: photocopy of transactions front and back, adjustment
request--checkwriting redemptions--manual internal bank transfers--stop
payments--redemption/distribution accounts
Monthly Fund Complex Fee: $2,000.00
II. Deposit Processing Transactions:
paid check, deposited item,
cwp checks, and deposit $0.50 per item
III. ACH Processing:
Monthly Fund Complex Fee: $420.00
IV. FDIC Fee:
On total average monthly balance; $375.00 per million
V. Global Cash Management--Funds Transfer System:
Wire Fee $5.00 per wire
Internal Bank Transfer $1.50 per IBT
Account Fee $50.00 per account
VI. Earnings Credit:
A balance credit equal to 75% of the federal funds rate in
effect on the last business day of each month will be applied to the
average demand deposit account balances on a volume based basis against
each Fund's custodian fees, excluding out of pocket expenses. The
balances will be cumulative and carried forward each month through
December 31.
Harbor Fund State Street Bank & Trust Company
By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ Panard
-------------------- ------------------
Title: Treasurer Title: Vice President
------------------ -----------------
Date: 8/1/95 Date: 7/28/95
------------------ -----------------
53
EXHIBIT 8
[STATE STREET-LOGO]
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE
HARBOR INTERNATIONAL
HARBOR INTERNATIONAL II
HARBOR INTERNATIONAL GROWTH
I. PORTFOLIO AND FUND ACCOUNTING
-----------------------------
Includes: Maintaining multicurrency investment ledgers, and providing
position and income reports. Maintaining general ledger and capital
stock accounts in compliance with GAAP (FAS 52). Preparing daily trial
balances. Calculating net asset values daily. Providing selected
general ledger reports. Securities yield or market value quotations
will be provided to State Street by the fund or via State Street's
pricing service (See Section III). (The fee is calculated using basis
points per portfolio per annum: 1 basis point=0.01%).
1-6 months No charge
6-12 months No minimum
Thereafter:
First $100 million 3 bpts.
Thereafter 1.5 bpts.
Minimum monthly fee $3,000
II. CUSTODY
-------
Includes: Maintaining custody of fund assets. Settling portfolio
purchases and sales. Reporting buy and sell fails. Determining and
collecting portfolio income. Making cash disbursements and reporting
cash transactions. Monitoring corporate actions. Withholding foreign
taxes. Filing foreign tax reclaims.
A. Holding Fees (basis points per portfolio per annum):
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
Australia Canada Austria Belgium Hong Kong Argentina Bangladesh
Denmark France Ireland Finland Korea Brazil China
Euroclear New Zealand Italy Indonesia Mexico Chile Columbia
Germany Switzerland Netherlands Malaysia Portugal Greece India
Japan United Kingdom Norway Singapore Spain Philippines Israel
Sweden Taiwan Turkey Hungary
Thailand Venezuela Pakistan
S. Africa Peru
Uruguay
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
First $100 million 5.0 9.0 10.0 14.0 20.0 30.0 40.0
Thereafter 4.0 7.0 8.0 12.0 18.0 30.0 40.0
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇]
B. Transaction Charges (U.S. Dollars):*
-------------------
Group I Group II Group III Group IV Group V Group VI
------- -------- --------- -------- ------- --------
$30 $60 $75 $100 $125 $150
Canada Austria Australia Argentina Indonesia Hungary
Euroclear Chile Brazil Belgium Philippines Portugal
Germany Hong Kong Ireland Denmark Greece India
Japan Italy Mexico Finland Peru
Korea Netherlands Spain France
Switzerland Sweden New Zealand
U.K. Thailand Norway
Taiwan* Venezuela Singapore
Turkey Malaysia
S. Africa
* Excludes: agent, depository and local auditing fees
** Transaction charge waived if brokerage provided by National Securities
Company
UNITED STATES - for each line item processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry Buy/Sell $12.00
New York Physical $25.00
PTC Buy/Sell $20.00
All other trades $16.00
Maturity Collections $ 8.00
Option charge for each option written or closing contract,
per issue, per broker $25.00
Option expiration/Option exercised $15.00
Interest Rate Futures--no security movement $ 8.00
Monitoring for calls and processing coupons --
for each coupon issue held--monthly charge $ 5.00
Holdings charge per security per month $ 5.00
Principal reduction payments per paydown $10.00
Dividend charges (for items held at the request of
traders over record date in street form) $50.00
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
III. PRICING SERVICE
Monthly Base Fee per Portfolio $375.00
Monthly Quote Charge: (based on the average
number of positions in portfolio)
- Foreign Equities and Bonds via Extel Ltd. $ 6.00
- Listed Equities, OTC Equities, and Bonds $ 6.00
IV. SPECIAL SERVICES
Fees for activities of non-recurring nature such as consolidations or
reorganizations, extraordinary security shipments and the preparation
of special reports will be subject to negotiation. Fees for automated
pricing, standardized yield calculation, and other special items will
be negotiated separately.
V. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but
are not limited to the following:
Telephone/Telexes
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Transfer Fees
Sub-Custodian Out-of-Pocket Charges (e.g. stamp duties, registration,
etc.)
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check Items Over $2,500 -- $5.25 each
GNMA Transfer - $15.00 Each
HARBOR FUND STATE STREET BANK & TRUST CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Authorized ▇▇▇▇▇▇
----------------------------- -----------------------------
Title: President Title: Vice President
----------------------------- -----------------------------
Date: May 6, 1996 Date: May 16, 1996
----------------------------- -----------------------------
▇▇
[▇▇▇▇▇ ▇▇▇▇▇▇ LOGO]
STATE STREET BANK AND TRUST COMPANY
AMENDMENT TO CUSTODY FEE SCHEDULE
GLOBAL CUSTODY
HARBOR GROWTH FUND
HARBOR INTERNATIONAL
HARBOR CAPITAL APPRECIATION FUND
HARBOR VALUE FUND
HARBOR BOND FUND
HARBOR SHORT DURATION FUND
HARBOR MONEY MARKET
HARBOR INTERNATIONAL II
HARBOR INTERNATIONAL GROWTH
I. CUSTODY
Includes: Maintaining custody of fund assets. Settling portfolio
purchases and sales. Reporting buy and sell fails. Determining and
collecting portfolio income. Making cash disbursements and reporting
cash transactions. Monitoring corporate actions. Withholding foreign
taxes. Filing foreign tax reclaims.
A. Holding Fees (basis points per portfolio per annum):
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
Australia Canada Austria Belgium Hong Kong Argentina Bangladesh
Denmark France Ireland Finland Korea Brazil China
Euroclear New Zealand Italy Indonesia Mexico Chile Columbia
Germany Switzerland Netherlands Malaysia Portugal Greece India
Japan United Kingdom Norway Singapore Spain Philippines Israel
Sweden Taiwan Turkey Hungary
Thailand Venezuela Pakistan
S. Africa Peru
Uruguay
Poland
Russia
Group I Group II Group III Group IV Group V Group VI Group VII
------- -------- --------- -------- ------- -------- ---------
First $100 million 5.0 9.0 10.0 14.0 20.0 30.0 40.0
Thereafter 4.0 7.0 8.0 12.0 18.0 30.0 40.0
57
[STATE STREET LOGO]
B. Transaction Charges (U.S. Dollars): *
Group I Group II Group III Group IV Group V Group VI
------- -------- --------- -------- ------- --------
$30 $60 $75 $100 $125 $150
Canada Austria Australia Argentina Indonesia Hungary
Euroclear Chile Brazil Belgium Philippines Portugal
Germany Hong Kong Ireland Denmark Greece India
Japan Italy Mexico Finland Peru Russia
Korea Netherlands Spain France Poland
Switzerland Sweden New Zealand
U.K. Thailand Norway
Taiwan * Venezuela Singapore
Turkey Malaysia
S. Africa
* Excludes: agent, depository and local auditing fees
HARBOR FUND STATE STREET BANK & TRUST CO.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ Authorized ▇▇▇▇▇▇
------------------------- --------------------------
Title: Treasurer Title: Vice President
----------------------- ----------------------
Date: 7/26/96 Date: July 19, 1996
----------------------- ----------------------
58
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of February 23, 1998
by and between Harbor Fund (the "Fund") and State Street Bank and Trust Company
(the "Custodian"). Capitalized terms used in this Amendment without definition
shall have the respective meanings given to such terms in the Custodian
Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of November 11, 1986 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets, and the Fund has made Harbor International Growth Fund,
Harbor International Fund, Harbor International Fund II, Harbor Growth Fund,
Harbor Capital Appreciation Fund, Harbor Value Fund, Harbor Bond Fund, Harbor
Short Duration Fund and Harbor Money Market Fund subject to the Contract (each
such series, together with all other series subsequently established by the
Fund and made subject to the Contract in accordance with the terms thereof,
shall be referred to as a "Portfolio", and, collectively, the "Portfolios");
and
WHEREAS, the Fund and the Custodian desire to amend certain provisions of
the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") promulgated
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of each of
the Portfolios held outside of the United States.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. Article 3 of the Contract is hereby deleted, and Articles 4 through 16 of
the Contract are hereby renumbered, as of the effective date of this
Amendment, as Articles 5 through 17, respectively.
II. New Articles 3 and 4 of the Contract are hereby added, as of the
effective date of this Amendment, as set forth below.
3. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.1. DEFINITIONS.
Capitalized terms in this Article 3 shall have the following meanings:
59
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held
in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of
Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5) or a bank holding company meeting the requirements
of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the United States Securities and Exchange Commission (the
"SEC")), except that the term does not include Mandatory Securities
Depositories.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule
17f-5 and shall specifically mean the Delegate.
"Mandatory Securities Depository" means a Securities Depository that, either as
a legal or practical matter, must be used if the Fund determines to place
Foreign Assets in a country outside the United States (i) because required by
law or regulation; (ii) because securities cannot be withdrawn from such
Securities Depository; or (iii) because maintaining or effecting trades in
securities outside the Securities Depository is not consistent with prevailing
or developing custodial or market practices.
"Proper Instructions" has the meaning set forth in the Contract.
"Securities Depository" means a securities depository or clearing agency
selected by the Custodian and meeting the requirements of an Eligible Foreign
Custodian (as defined in Rule 17f-5 or by other appropriate action of the SEC).
3.2. DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
The Fund, on behalf of each Portfolio, by resolution adopted by its Board of
Trustees (the "Board"), hereby appoints the Custodian as the Foreign Custody
Manager of each Portfolio and delegates to the Custodian the responsibilities
set forth in this Article 3 with respect to Foreign Assets of each Portfolio
held outside the United States, and the Custodian hereby accepts such
delegation.
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3.3. COUNTRIES COVERED.
The Foreign Custody Manager shall be responsible for performing the delegated
responsibilities defined below only with respect to (i) the countries for which
the Foreign Custody Manager has received Proper Instructions to open an account
or to place or maintain Foreign Assets and, (ii) with respect to such
countries, the custody arrangements listed on Schedule A to this Contract
(which Schedule A may be amended from time to time by the Foreign Custody
Manager) with respect to which the Fund has fulfilled the applicable account
opening requirements. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain
the assets of each Portfolio. Mandatory Securities Depositories and Special
Sub-Custodians are listed on Schedule B to this Contract, which Schedule B may
be amended from time to time by the Foreign Custody Manager. The Foreign
Custody Manager will provide amended versions of Schedules A and B in
accordance with Section 3.7 of this Article 3.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account, or to place or maintain Foreign Assets, in a country listed on
Schedule A, and the fulfillment by the Fund of the applicable account opening
requirements for such country, the Foreign Custody Manager shall be deemed to
have been delegated by the Board responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation. Execution of
this Agreement by the Fund shall be deemed to be a Proper Instruction to open
an account, or to place or maintain Foreign Assets, in each country listed on
Schedule A in which the Custodian has previously placed or currently maintains
Foreign Assets pursuant to the terms of the Contract. Following the receipt
of Proper Instructions directing the Foreign Custody Manager to close the
account of a Portfolio with the Eligible Foreign Custodian selected by the
Foreign Custody Manager in a designated country, the delegation by the Board to
the Custodian as Foreign Custody Manager of that Portfolio with respect to that
country shall be deemed to have been withdrawn and the Custodian shall
immediately cease to be the Foreign Custody Manager of the Portfolio with
respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to
the Fund. Thirty days (or such other period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to a Portfolio with
respect to the country as to which the Custodian s acceptance of delegation is
withdrawn.
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3.4. SCOPE OF DELEGATED RESPONSIBILITIES.
3.4.1. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS.
Subject to the provisions of this Article 3, the Foreign Custody Manager may
place and maintain the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the Foreign Custody Manager in each country listed on
Schedule A (as amended from time to time) with respect to which countries (a)
the Foreign Custody Manager has received Proper Instructions to open an account
or to place or maintain Foreign Assets and (b) the Fund has fulfilled the
applicable account opening requirements.
In performing its delegated responsibilities as Foreign Custody Manager to
place or maintain Foreign Assets with an Eligible Foreign Custodian, the
Foreign Custody Manager shall determine that the Foreign Assets will be subject
to reasonable care, based on the standards applicable to custodians in the
country in which the Foreign Assets will be held by that Eligible Foreign
Custodian, after considering all factors relevant to the safekeeping of such
assets, including, without limitation the factors specified in Rule
17f-5(c)(1).
3.4.2. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS.
The Foreign Custody Manager shall determine that the contract (or the rules or
established practices or procedures in the case of an Eligible Foreign
Custodian that is a foreign securities depository or clearing agency) governing
the foreign custody arrangements with each Eligible Foreign Custodian selected
by the Foreign Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
3.4.3. MONITORING.
In each case in which the Foreign Custody Manager maintains Foreign Assets with
an Eligible Foreign Custodian selected by the Foreign Custody Manager, the
Foreign Custody Manager shall establish a system to monitor at reasonable
intervals the initial and continuing appropriateness of (i) maintaining the
Foreign Assets with such Eligible Foreign Custodian and (ii) the contract
governing the custody arrangements established by the Foreign Custody Manager
with the Eligible Foreign Custodian. In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall
withdraw all Foreign Assets from such Eligible Foreign Custodian as soon as is
reasonably practicable and notify the Board in accordance with Section 3.7
hereunder.
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3.5. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY.
It shall not be the responsibility of the Foreign Custody Manager to consider
Country Risk as part of its delegated responsibilities pursuant to this
Amendment. The Fund, on behalf of the Portfolios, and the Custodian each
expressly acknowledge that the Foreign Custody Manager shall not be delegated
any responsibilities under this Article 3 with respect to Mandatory Securities
Depositories other than as set forth in Section 3.10 hereof.
3.6. STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO.
In performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the Investment Company Act of 1940, as amended,
would exercise. The Foreign Custody Manager agrees to promptly notify the
Board if the Foreign Custody Manager believes it cannot perform its duties as
set forth herein in accordance with the foregoing standard of care, either
generally or with respect to a specific country set forth on Schedule A.
3.7. REPORTING REQUIREMENTS.
The Foreign Custody Manager shall report the withdrawal of the Foreign Assets
from an Eligible Foreign Custodian and the placement of such Foreign Assets
with another Eligible Foreign Custodian by providing to the Board amended
Schedules A or B. The Foreign Custody Manager shall make written reports
notifying the Board of any other material change in the foreign custody
arrangements of a Portfolio described in this Article 3. Amended Schedules A
and B and such reports of material change shall be provided to the Board no
later than the regularly scheduled quarterly Board meeting next following the
event to be reported; if the Foreign Custody Manager determines that any matter
should be reported prior to such a Board meeting, it shall direct such report
to the Fund's secretary. The Foreign Custody Manager shall provide the Board
at least annually, in a form to be mutually agreed upon from time to time by
the Fund and the Foreign Custody Manager, with (i) information relating to the
Foreign Custody Manager's ability to perform its duties as described herein,
and (ii) certification of the Foreign Custody Manager's compliance with the
provisions of Rule 17f-5.
3.8. REPRESENTATIONS WITH RESPECT TO RULE 17F-5.
The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5.
The Fund represents to the Custodian that the Board has determined that it is
reasonable for the Board to rely on the Custodian to perform the
responsibilities delegated pursuant to this Contract to the Custodian as the
Foreign Custody Manager of each Portfolio.
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3.9. EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY
MANAGER.
The Board s delegation to the Custodian as Foreign Custody Manager of a
Portfolio shall be effective as of the date of execution of this Amendment and
shall remain in effect until terminated at any time, without penalty, by
written notice from the terminating party to the non-terminating party.
Termination will become effective thirty days (or such other period as to
which the parties agree in writing) after receipt by the non-terminating party
of such notice. The provisions of Section 3.3 of this Article 3 shall govern
the delegation to and termination of the Custodian as Foreign Custody Manager
of the Fund with respect to designated countries.
3.10 INFORMATION REGARDING COUNTRY RISK.
The Custodian shall provide to the Board (and, in accordance with Proper
Instructions, its duly-authorized agents) reports advising the Fund promptly
after any change in the foreign custody arrangements of the Fund involving a
Mandatory Securities Depository. The Custodian will act in accordance with
Proper Instructions with respect to the liquidation or other withdrawal of
Foreign Assets from a Mandatory Securities Depository.
In the event that the Foreign Custody Manager shall in the future offer review
or other information services with respect to Mandatory Securities Depositories
other than as set forth herein, it agrees that it shall notify the Fund thereof
and negotiate in good faith with the Fund with respect thereto.
4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF A PORTFOLIO HELD
OUTSIDE THE UNITED STATES.
4.1 DEFINITIONS.
Capitalized terms in this Article 4 shall have the following meanings in the
Contract:
"Foreign Securities System" means either a Securities Depository listed on
Schedule A hereto or a Mandatory Securities Depository listed on Schedule B
hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
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4.2. HOLDING SECURITIES.
The Custodian shall identify on its books as belonging to a Portfolio, the
foreign securities held by each Foreign Sub-Custodian or Foreign Securities
System. The Custodian may hold foreign securities for all of its customers,
including each Portfolio, with any Foreign Sub-Custodian in an account that is
identified as belonging to the Custodian for the benefit of its customers,
provided however, that (i) the records of the Custodian with respect to such
securities which are maintained in such account shall identify those securities
as belonging to the Portfolio and (ii) the Custodian shall require that
securities so held by the Foreign Sub-Custodian be held separately from any
assets of such Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
4.3. FOREIGN SECURITIES SYSTEMS.
Except as may otherwise be agreed upon in writing by the Custodian and the
Fund, foreign securities shall be maintained in a Foreign Securities System in
a designated country only through arrangements implemented by the Foreign
Sub-Custodian in such country pursuant to the terms of this Contract.
4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS.
The Custodian or a Foreign Sub-Custodian shall release and deliver foreign
securities of a Portfolio held by such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such Assets are held or traded, including, without
limitation: (A) delivery against expectation of receiving later
payment; or (B) in the case of a sale effected through a Foreign
Securities System, in accordance with the rules governing the
operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to
foreign securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolio;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
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(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall have
no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Foreign Sub-Custodian's own
negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or temporary
securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Fund requiring a pledge of assets by the Portfolio;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other proper trust purpose, but only upon receipt
of, in addition to Proper Instructions, a copy of a resolution of
the Board or of an Executive Committee of the Board so authorized by
the Board, signed by an officer of the Fund and certified by its
Secretary or an Assistant Secretary that the resolution was duly
adopted and is in full force and effect (a "Certified Resolution"),
specifying the Foreign Assets to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such
purpose to be a proper trust purpose, and naming the person or
persons to whom delivery of such Assets shall be made.
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4.4.2. PAYMENT OF PORTFOLIO MONIES.
Upon receipt of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out, or direct the
respective Foreign Sub-Custodian or the respective Foreign Securities System to
pay out, monies of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an agent for
such seller or dealer) against expectation of receiving later
delivery of such foreign securities; or (B) in the case of a
purchase effected through a Foreign Securities System, in accordance
with the rules governing the operation of such Foreign Securities
System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees under
this Contract, legal fees, accounting fees, and other operating
expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other proper trust purpose, but only upon receipt of, in
addition to Proper Instructions, a Certified Resolution specifying
the amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper trust
purpose, and naming the person or persons to whom such payment is to
be made.
4.4.3. MARKET CONDITIONS; MARKET INFORMATION.
Notwithstanding any provision of this Contract to the contrary, settlement and
payment for Foreign Assets received for the account of a Portfolio and delivery
of Foreign Assets maintained for the account of a Portfolio may be effected in
accordance with the customary established securities trading or processing
practices and procedures in the
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country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian, including without limitation information relating to
Foreign Securities Systems, described on Schedule C hereto at the time or times
set forth on such Schedule. The Custodian may revise Schedule C from time to
time, provided that no such revision shall result in the Board being provided
with substantively less information than had been previously provided
hereunder.
4.5. REGISTRATION OF FOREIGN SECURITIES.
The foreign securities maintained in the custody of a Foreign Sub-Custodian
(other than bearer securities) shall be registered in the name of the Fund (on
behalf of the applicable Portfolio) or in the name of the Custodian or in the
name of any Foreign Sub-Custodian or in the name of any nominee of the
foregoing for the benefit of the Fund, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such foreign
securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to
accept securities on behalf of the Fund (on behalf of the applicable Portfolio)
under the terms of this Contract unless the form of such securities and the
manner in which they are delivered are in accordance with reasonable market
practice.
4.6. BANK ACCOUNTS.
A bank account or bank accounts opened and maintained outside the United States
on behalf of a Portfolio with a Foreign Sub-Custodian shall be subject only to
draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant
to the terms of this Contract to hold cash received by or from or for the
account of the Portfolio.
4.7. COLLECTION OF INCOME.
The Custodian shall use reasonable endeavors to promptly collect all income and
other payments in due course with respect to the Foreign Assets held hereunder
to which a Portfolio shall be entitled and shall credit such income, as
collected, to the Portfolio. In the event that extraordinary measures are
required to collect such income, the Fund and the Custodian shall consult as to
such measures and as to the compensation and expenses of the Custodian relating
to such measures.
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4.8. PROXIES.
The Custodian will generally with respect to the foreign securities held under
this Article 4 use its reasonable endeavors to facilitate the exercise of
voting and other shareholder proxy rights, subject always to the laws,
regulations and practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local conditions, including
lack of regulation, onerous procedural obligations, lack of notice and other
factors may have the effect of severely limiting the ability of the Fund to
exercise shareholder rights.
4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES.
The Custodian shall transmit promptly to the Fund written information
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith) received by the
Custodian via the Foreign Sub-Custodians from issuers of the foreign securities
being held for the account of a Portfolio. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund written information
so received by the Custodian from issuers of the foreign securities whose
tender or exchange is sought or from the party (or its agents) making the
tender or exchange offer. The Custodian shall not be liable for any untimely
exercise of any tender, exchange or other right or power in connection with
foreign securities or other property of the Portfolio at any time held by it
unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) the Custodian
receives Proper Instructions with regard to the exercise of any such right or
power, and both (i) and (ii) occur at least two business days prior to the date
on which such right or power is to be exercised.
4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS.
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian
shall require the Foreign Sub-Custodian to exercise the commercially usual
level of care for such market in the performance of its duties and, to the
extent possible, to indemnify, and hold harmless, the Custodian from and
against any loss, damage, cost, expense, liability or claim arising out of or
in connection with such Foreign Sub-Custodian's performance of such
obligations. At the election of the Fund, the Fund shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims against a
Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund and any applicable
Portfolio has not been made whole for any such loss, damage, cost, expense,
liability or claim.
4.11. TAX LAW.
The Custodian shall have no responsibility or liability for any obligations now
or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian
of the
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Portfolios by the tax law of the United States or of any state or political
subdivision thereof. With respect to jurisdictions other than the United
States, the sole responsibility of the Custodian with regard to the tax law of
any such jurisdiction shall be to use reasonable efforts to (a) notify the Fund
of the obligations imposed on the Fund or the Custodian as custodian of the
Fund by the tax law of such jurisdictions, including responsibility for
withholding and other taxes, assessment or other governmental charges,
certifications and government reporting and (b) perform such ministerial steps
as are required to collect any tax refund, to ascertain the appropriate rate of
tax withholding and to provide such documents as may be required to enable each
Fund to receive appropriate tax treatment under applicable tax laws and any
applicable treaty provisions. The Custodian, in performance of its duties
under this Section, shall be entitled to treat each Fund as a Delaware business
trust which is "registered investment company" under the laws of the United
States, and it shall be the duty of each Fund to inform the Custodian of any
change in the organization, domicile or, to the extent within the knowledge of
the Fund, other relevant facts concerning tax treatment of the Fund and further
to inform the Custodian if the Fund is or becomes the beneficiary of any
special ruling or treatment not applicable to the general nationality and
category of entity of which the Fund is a part under general laws and treaty
provisions. The Custodian shall be entitled to rely on any information
supplied by each Fund. The Custodian may engage reasonable professional
advisors disclosed to the Fund by the Custodian, which may include attorneys,
accountants or financial institutions in the regular business of investment
administration and may rely upon advice received therefrom.
4.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES.
The Custodian shall execute ownership and other certificates and affidavits for
all governmental purposes in connection with receipt of income or other
payments with respect to foreign securities of each Portfolio held by it and in
connection with transfers of such securities.
4.13. LIABILITY OF CUSTODIAN.
Except as may arise from the Custodian's own negligence or willful misconduct
or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall
be without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities Depository, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
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4.14 DIRECTION AS TO SPECIAL SUB-CUSTODIANS.
Upon receipt by the Custodian of Proper Instructions and a Certified
Resolution, the Custodian shall, on behalf of one or more of the Portfolios,
appoint one or more banks, trust companies or other entities described in such
Certified Resolution (and not part of the Custodian's then-current network of
sub-custodian banks) to be a Sub-Custodian for the purpose of effecting any
transaction(s) described in such Certified Resolution (each such entity a
"Special Sub-Custodian"). Each such duly-appointed Special Sub-Custodian shall
be listed on Schedule B hereto. In connection with the appointment of any
Special Sub-Custodian, the Custodian shall enter into an agreement with the
Special Sub-Custodian the form of which shall be approved by the Fund. The
Custodian shall not be liable to, and shall be kept indemnified by, the Fund
for any loss, damage or expense suffered or incurred by such Fund, any
Portfolio or the Custodian, resulting from the actions or omissions of a
Special Sub-Custodian.
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the
event of any conflict between the provisions of Articles 3 and 4 hereof,
the provisions of Article 3 shall prevail.
13
71
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------- -----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
VP & Assoc. Counsel Title: Executive Vice President
WITNESSED BY: HARBOR FUND
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der oesterreichischen --
Sparkasen AG
Bahrain The British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale Bank --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's Republic The Hongkong and Shanghai --
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. --
Sociedad Fiduciaria
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Croatia Privredana banka Zagreb d.d --
Cyprus Barclays Bank PLC --
Cyprus Offshore Banking Unit
Czech Republic Ceskoslovenska Obchodni --
Banka A.S.
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland ▇▇▇▇▇▇ Bank Ltd. --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
India Deutsche Bank AG; --
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank --
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques --
en Cote d'Ivoire
Jamaica Scotiabank Trust and Merchant Bank --
Japan The Daiwa Bank, Limited; Japan Securities Depository
The Fuji Bank, Limited Center;
Jordan The British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of Korea The Hongkong and Shanghai Banking --
Corporation Limited
Latvia Hansabank --
Lebanon The British Bank of the Middle East Custodian and
(as delegate of the Hongkong and Clearing Center of
Shanghai Banking Corporation Limited) Financial Instruments
for Lebanon
(MIDCLEAR) ▇.▇.▇.;
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank --
Malaysia Berhad
Mauritius The Hongkong and Shanghai --
Banking Corporation Limited
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa -
The Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group --
(New Zealand) Limited
Norway Christiania Bank og --
Kreditkasse
Oman The British Bank of the Middle East --
(as delegate of the Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank Poland S.A. --
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, Zurich --
via Credit Suisse First Boston
Limited, Moscow
Singapore The Development Bank --
of Singapore Ltd.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Slovak Republic Ceskoslovenska Obchodna --
Banka A.S.
Slovenia Banka Creditanstalt d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander, S.A. --
Sri Lanka The Hongkong and Shanghai --
Banking Corporation Limited
Swaziland Barclays Bank of Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland Union Bank of Switzerland --
Taiwan - R.O.C. Central Trust of China --
Thailand Standard Chartered Bank --
Trinidad & Tobago Republic Bank Ltd. --
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
United Kingdom State Street Bank and Trust --
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
COUNTRY SUBCUSTODIAN NON-MANDATORY DEPOSITORIES
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)
Cedel (Cedel Bank, societe anonyme)
INTERSETTLE (for EASDAQ Securities)
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Argentina -Caja de Valores S.A.;
-CRYL
Australia -Austraclear Limited;
-Reserve Bank Information and
Transfer System
Austria -Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium -Caisse Interprofessionnelle de
Depots et de Virements de Titres
S.A.;
-Banque Nationale de Belgique
Brazil - Camara de Liquidacao de Sao Paulo, (Calispa);
-Bolsa de Valores de Rio de Janeiro
- All SSB clients presently use Calispa
-Central de Custodia e de Liquidacao Financeira
de Titulos
-Banco Central do Brasil,
Systema Especial de Liquidacao e
Custodia
Bulgaria - Central Depository AD
Canada -The Canadian Depository
for Securities Limited; West Canada
Depository Trust Company [depositories linked]
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
People's Republic -Shanghai Securities Central Clearing and
of China Registration Corporation;
-Shenzhen Securities Central Clearing Co., Ltd.
Croatia Ministry of Finance
Czech Republic -Stredisko cennych papiru;
-Czech National Bank
Denmark -Vaerdipapircentralen - The Danish
Securities Center
Egypt -Misr Company for Clearing, Settlement,
and Central Depository
Estonia -Eesti Vaartpaberite Keskdepositooruim
Finland -The Finnish Central Securities
Depository
France -Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres;
-Banque de France,
Saturne System
Germany -The Deutscher Kassenverein AG
Greece -The Central Securities Depository
(Apothetirion Titlon A.E.);
Hong Kong -The Central Clearing and
Settlement System;
-The Central Money Markets Unit
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Hungary -The Central Depository and Clearing
House (Budapest) Ltd.
[Mandatory for Gov't Bonds only;
SSB does not use for other securities]
India The National Securities Depository Limited
Indonesia -Bank of Indonesia
Ireland -The Central Bank of Ireland,
The Gilt Settlement Office
Israel -The Clearing House of the
Tel Aviv Stock Exchange;
-Bank of Israel
Italy -Monte Titoli S.p.A.;
-Banca d'Italia
Japan -Bank of Japan Net System
Republic of Korea -Korea Securities Depository Corporation
Latvia -The Latvian Central Depository
Lebanon -The Central Bank of Lebanon
Lithuania -The Central Securities Depository of Lithuania
Malaysia -Malaysian Central Depository Sdn.
Bhd.;
-Bank Negara Malaysia,
Scripless Securities Trading and Safekeeping
Systems
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Mauritius -The Central Depository & Settlement
Co. Ltd.
Mexico -S.D. INDEVAL, S.A. de C.V.
(Instituto para el Deposito de
Valores);
The Netherlands -Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. ("NECIGEF");
New Zealand -New Zealand Central Securities
Depository Limited
Norway -Verdipapirsentralen - The Norwegian
Registry of Securities
Oman -Muscat Securities Market
Peru -Caja de Valores y Liquidaciones
(CAVALI, S.A.)
Philippines -The Philippines Central Depository Inc.
-The Book-Entry-System of Bangko
Sentral ng Pilipinas;
-The Registry of Scripless Securities of the
Bureau of the Treasury
Poland -The National Depository of Securities
(Krajowy Depozyt Papierow Wartos ciowych);
-National Bank of Poland
Portugal -Central de Valores Mobiliarios
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Romania -National Securities Clearing, Settlement and
Depository Co.;
-Bucharest Stock Exchange;
-National Bank of Romania
Singapore -The Central Depository (Pvt.)
Limited;
-Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
Slovenia -Klirinsko Depotna Bruzba
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y
Liquidacion de Valores, S.A.;
-Banco de Espana,
Anotaciones en Cuenta
Sri Lanka -Central Depository System
(Pvt) Limited
Sweden -Vardepapperscentralen VPC AB -
The Swedish Central Securities Depository
Switzerland -Schweizerische Effekten - Giro AG;
Taiwan - R.O.C. -The Taiwan Securities Central
Depository Company, Ltd.
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ SCHEDULE B
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Thailand -Thailand Securities Depository
Company Limited
Tunisia -STICODEVAM;
-Central Bank of Tunisia;
-Tunisian Treasury
Turkey -Takas ve Saklama Bankasi A.S.;
-Central Bank of Turkey
United Kingdom -The Bank of England,
The Central Gilts Office;
The Central Moneymarkets Office
Uruguay -Central Bank of Uruguay
Zambia -Lusaka Central Depository
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
84
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
(FREQUENCY)
The Guide to Custody in World Markets
(annually): An overview of safekeeping and settlement practices and procedures
in each market in which State Street Bank and Trust Company offers
custodial services.
The Depository Review (annually): Information relating to the operating history and structure of depositories
located in the markets in which State Street Bank and Trust Company offers
custodial services, including transnational depositories.
legal opinions (annually): With respect to each market in which State Street Bank and Trust Company offers
custodial services, opinions relating to whether local law restricts (i) access
of a fund's independent public accountants to books and records of a Foreign
Sub-Custodian or Foreign Securities System, (ii) the Fund's ability to recover in
the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign
Securities System, (iii) the Fund's ability to recover in the event of a loss by a
Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign
investor to convert cash and cash equivalents to U.S. dollars.
Network Bulletins (weekly): Developments of interest to investors in the markets in which State Street Bank and
Trust Company offers custodial services.
Foreign Custody Advisories (as
necessary): With respect to markets in which State Street Bank and Trust Company offers
custodial services which exhibit special custody risks, developments which may impact
State Street's ability to deliver expected levels of service.