EXHIBIT 20
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 19 day of January, 1998, by and
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between INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the
laws of the state of Missouri, having its principal office and place of business
located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("IFTC"), and
QUANTITATIVE GROUP OF FUNDS, a Massachusetts business trust, having its
principal office and place of business at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Fund").
WITNESSETH:
WHEREAS, Fund desires to appoint IFTC as custodian of the assets of the
Fund's investment portfolio or portfolios (each a "Portfolio", and collectively
the "Portfolios") and as its agent to perform certain investment accounting and
recordkeeping functions; and
WHEREAS, IFTC is willing to accept such appointment on the terms and
conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
her parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and appoints
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IFTC as:
A. Custodian of the investment securities, interests in loans and other
non-cash investment property, and monies at any time owned by each of
the Portfolios and delivered to IFTC as custodian hereunder
("Assets"); and
B. Agent to perform certain accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered
investment company under Rule 3 1 a of the Investment Company Act of
1940, as amended (the " 1940 Act") and to calculate the net asset
value of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
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A. Fund hereby represents, warrants and acknowledges to IFTC:
1. That it is a trust duly organized and existing and in good
standing under the laws of its state of organization, and that it
is registered under the 1940 Act; and
2. That it has the requisite power and authority under applicable
law and its declaration of trust to enter into this Agreement;
that it has taken all requisite action necessary to appoint IFTC
as custodian and investment accounting and recordkeeping agent;
that this Agreement has been duly executed and delivered by Fund;
and that this Agreement constitutes a legal, valid and binding
obligation of Fund, enforceable in accordance with its terms.
B. IFTC hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the State of Missouri; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by IFTC; and that this Agreement constitutes a legal,
valid and binding obligation of IFTC, enforceable in accordance
with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
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A. Delivery of Assets. Except as permitted by the 1940 Act, Fund will
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deliver or cause to be delivered to IFTC on the effective date hereof,
or as soon thereafter as practicable, and from time to time
thereafter, all Assets acquired by, owned by or from time to time
coming into the possession of each of the Portfolios during the term
hereof. IFTC has no responsibility or liability whatsoever for or on
account of assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause to be
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turned over to IFTC all accounts and records needed by IFTC to fully
and properly perform its duties and responsibilities hereunder. IFTC
may rely conclusively on the completeness and correctness of such
accounts and records.
C. Delivery of Assets to Third Parties. IFTC will receive delivery of
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and keep safely the Assets of each Portfolio segregated in a separate
account. IFTC will not deliver, assign, pledge or hypothecate any such
Assets to any person except as permitted by the provisions hereof or
any agreement executed according to the terms of Section 3.P hereof.
Upon delivery of any such Assets to a subcustodian appointed pursuant
hereto (hereinafter referred to as "Subcustodian"), IFTC will create
and maintain records identifying such Assets as belonging to the
applicable Portfolio. IFTC is responsible for the safekeeping of the
Assets only until they have been transmitted to and received by other
persons as permitted under the terms hereof, except for Assets
transmitted to Subcustodians, for which IFTC remains responsible to
the extent provided herein. IFTC may participate directly or
indirectly through a subcustodian in the Depository Trust Company
(DTC), Treasury/Federal Reserve Book Entry System (Fed System),
Participant Trust Company (PTC) or other depository approved by Fund
(as such entities are defined at 17 CFR Section 270.17f4(b)) (each a
"Depository" and collectively the "Depositories"). IFTC will be
responsible to Fund for any loss, damage or expense suffered or
incurred by Fund resulting from the actions or omissions of any
Depository only to the same extent such Depository is responsible to
IFTC, unless such injury was occasioned by IFTC's failure to act in
good faith and with reasonable care and diligence, in which case IFTC
shall be responsible to Fund for any loss, damage or expense arising
out of Depository's actions or omissions.
D. Registration. IFTC will at all times hold registered Assets in the
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name of IFTC as custodian, the applicable Portfolio, or a nominee of
either of them, unless specifically directed by Instructions, as
hereinafter defined, to hold such registered Assets in so called
"street name;" provided that, in any event, IFTC will hold all such
Assets in an account of IFTC as custodian containing only Assets of
the applicable Portfolio, or only assets held by IFTC as a fiduciary
or custodian for customers; and provided further, IFTC's records will
at all times indicate the Portfolio or other customer for which such
Assets are held and the respective interests therein. If, however,
Fund directs IFTC to maintain Assets in "street name", notwithstanding
anything contained herein to the contrary, IFTC will be obligated only
to utilize its best efforts to timely collect income due the Portfolio
on such Assets and to notify the Portfolio of relevant information,
such as maturities and pendency of calls, and corporate actions
including, without limitation, calls for redemption, tender or
exchange offers, declaration, record and payment dates and amounts of
any dividends or income, reorganization, recapitalization, merger,
consolidation, split-up of shares, change of par value, or conversion
("Corporate Actions"). All Assets and the ownership thereof by
Portfolio will at all times be identifiable on the records of IFTC.
Fund agrees to hold IFTC and its nominee harmless for any liability
arising solely out of its being a shareholder of record of securities
held in custody.
E. Exchange. Upon receipt of Instructions, IFTC will exchange, or cause
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to be exchanged, Assets held for the account of a Portfolio for other
Assets issued or paid in connection with any Corporate Action or
otherwise, and will deposit any such Assets in accordance with the
terms of any such Corporate Action. Without Instructions, IFTC is
authorized to exchange Assets in temporary form for Assets in
definitive form, to effect an exchange of shares when the par value of
stock is changed, and, upon receiving payment therefor, to surrender
bonds or other Assets at maturity or when advised of earlier call for
redemption, except that IFTC will receive Instruction prior to
surrendering any convertible security; provided that the
Assets to be issued are to be delivered to IFTC on behalf of
the relevant portfolio.
F. Purchases of Investments -- Other Than Options and Futures. On each
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business day on which a Portfolio makes a purchase of Assets other
than options and futures, Fund will deliver to IFTC Instructions
specifying with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes and
other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer through
whom the purchase was made; and
9. Whether the Asset is to be received in certificated form or via a
specified Depository.
In accordance with such Instructions, IFTC will pay for out of monies
held for the purchasing Portfolio, but only insofar as such monies are
available for such purpose, and receive the Assets so purchased by or
for the account of such Portfolio, except that IFTC, or a
Subcustodian, may in its sole discretion advance funds to such
Portfolio which may result in an overdraft because the monies held on
behalf of such Portfolio are insufficient to pay the total amount
payable upon such purchase. Except as otherwise instructed by Fund,
IFTC will make such payment only upon receipt of Assets: (a) by IFTC;
(b) by a clearing corporation of a national exchange of which IFTC is
a member; or (c) by a Depository. Notwithstanding the foregoing, (i)
IFTC may release funds to a Depository prior to the receipt of advice
from the Depository that the Assets underlying a repurchase agreement
have been transferred by bookentry into the account maintained with
such Depository by IFTC on behalf of its customers; provided that
IFTC's instructions to the Depository require that the Depository make
payment of such funds only upon transfer by book-entry of the Assets
underlying the repurchase agreement in such account; (ii) IFTC may
make payment for time deposits, call account deposits, currency
deposits and other deposits, foreign exchange transactions, futures
contracts or options, before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; and (iii) IFTC
may make, or cause a Subcustodian to make, payment for the purchase of
Assets the settlement of which occurs outside of the United States of
America in accordance with generally accepted local custom and market
practice generally accepted by Institutional Clients (as defined
below) in the country in which settlement occurs, provided that in
every case IFTC shall be subject to the standard of care set forth in
Section 5. For purposes of this Agreement, "Institutional Clients"
means U.S. registered investment companies or major, U.S.-based
commercial banks, insurance companies, pension funds or substantially
similar financial institutions which, as a substantial part of their
business operations, purchase or sell securities and make use of
custodial services.
G. Sales and Deliveries of Investments -- Other Than Options and Futures.
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On each business day on which a Portfolio makes a sale of Assets other
than options and futures, Fund will deliver to IFTC Instructions
specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the Assets sold were purchased or other
information identifying the Assets sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such sale;
and
9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
IFTC will deliver or cause to be delivered the Assets thus designated
as sold for the account of the selling Portfolio as specified in the
Instructions. Except as otherwise instructed by Fund, IFTC will make
such delivery upon receipt of. (a) payment therefor in such form as is
satisfactory to IFTC; (b) credit to the account of IFTC with a
clearing corporation of a national securities exchange of which IFTC
is a member; or (c) credit to the account maintained by IFTC on behalf
of its customers with a Depository. Notwithstanding the foregoing: (i)
IFTC will deliver Assets held in physical form in accordance with
"street delivery custom" to a broker or its clearing agent, provided
that IFTC shall have taken reasonable steps to ensure prompt
collection of the payment for, or the return of, such Assets by the
broker or its clearing agent; or (ii) IFTC may make, or cause a
Subcustodian to make, delivery of Assets the settlement of which
occurs outside of the United States of America upon payment therefor
in accordance with generally accepted local custom and market practice
generally accepted by Institutional Clients in the country in which
settlement occurs, provided that in every case IFTC shall be subject
to the standard of care set forth in Section 5.
H. Purchases or Sales of Options and Futures. On each business day on
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which a Portfolio makes a purchase or sale of the options and/or
futures listed below, Fund will deliver to IFTC Instructions
specifying with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase or
sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring or
closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the sale
or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring
or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom the
sale or purchase was made, or other applicable settlement
instructions.
4. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
5. In the case of security index futures contracts:
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
Instructions, and if not already in the possession of IFTC,
Fund will deliver a substantially complete and executed
custodial safekeeping account and procedural agreement,
incorporated herein by this reference); and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
I. Assets Pledged or Loaned. If specifically allowed for in the
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prospectus of a Portfolio, and subject to such additional terms and
conditions as IFTC may require:
1. Upon receipt of Instructions, IFTC will release or cause to be
released Assets to the designated pledgee by way of pledge or
hypothecation to secure any loan incurred by a Portfolio;
provided, however, that IFTC will release Assets only upon payment
to IFTC of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already
made, further Assets may be released or caused to be released for
that purpose. Upon receipt of Instructions, IFTC will pay, but
only from funds available for such purpose, any such loan upon
redelivery to it of the Assets pledged or hypothecated therefor
and upon surrender of the note or notes evidencing such loan.
2. Upon receipt of Instructions, IFTC will release Assets to the
designated borrower; provided, however, that the Assets will be
released only upon deposit with IFTC of full cash collateral as
specified in such Instructions, and that the lending Portfolio
will retain the right to any dividends, interest or distribution
on such loaned Assets. Upon receipt of Instructions and the loaned
Assets, IFTC will release the cash collateral to the borrower.
J. Routine Matters. IFTC will, in general, attend to all routine and
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mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with the Assets
except as may be otherwise provided herein or upon Instruction from
Fund.
K. Deposit Accounts. IFTC will open and maintain one or more special
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purpose deposit accounts for each Portfolio in the name of IFTC in
such banks or trust companies (including, without limitation,
affiliates of IFTC) as may be designated by it or Fund in writing
("Accounts"), subject only to draft or order by IFTC upon receipt of
Instructions. IFTC will deposit all monies received by IFTC from or
for the account of a Portfolio in an Account maintained for such
Portfolio. Subject to Section 5.K hereof, IFTC agrees:
1. To make Fed Funds available to the applicable Portfolio at 9:00
a.m., Kansas City time, on the second business day after deposit
of any check into an Account, in the amount of the check;
2. To make funds available immediately upon a deposit made by Federal
Reserve wire; and
3. To make funds available on the next business day after deposit of
ACH wires.
L. Income and Other Payments. IFTC will:
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1. Collect, claim and receive and deposit for the account of the
applicable Portfolio all income (including income from the
Accounts) and other payments which become due and payable on or
after the effective date hereof with respect to the Assets, and
credit the account of such Portfolio
in
accordance with the schedule attached hereto as Exhibit A. If, for
any reason, a Portfolio is credited with income that is not
subsequently collected, IFTC may reverse that credited amount. If
monies are collected after such reversal, IFTC will credit the
Portfolio in that amount;
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the
collection of bond and note coupons; and
3. Take such other action as may be necessary or proper in connection
with (a) the collection, receipt and deposit of such income and
other payments, including but not limited to the presentation for
payment of all coupons and other income items requiring
presentation; and all other Assets which may mature or be called,
redeemed, retired or otherwise become payable and regarding which
IFTC has actual knowledge, or should reasonably be expected to
have knowledge; and (b) the endorsement for collection, in the
name of Fund or a Portfolio, of all checks, drafts or other
negotiable instruments.
IFTC, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of
Instructions and upon being indemnified to its satisfaction against
the costs and expenses of such suit or other actions. IFTC will
receive, claim and collect all stock dividends, rights and other
similar items and will deal with the same pursuant to Instructions.
M. Proxies and Notices. IFTC will promptly deliver or mail or have
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delivered or mailed to Fund all proxies properly signed, all notices
of meetings, all proxy statements and other notices, requests or
announcements affecting or relating to Assets and will, upon receipt
of Instructions, execute and deliver or mail (or cause its nominee to
execute and deliver or mail) such proxies or other authorizations as
may be required. Except as provided herein or pursuant to
Instructions hereafter received by IFTC, neither it nor its nominee
will exercise any power inherent in any such Assets, including any
power to vote the
same, or execute any proxy, power of attorney, or other similar
instrument voting any of such Assets, or give any consent, approval or
waiver with respect thereto, or take any other similar action.
N. Disbursements. IFTC will pay or cause to be paid, insofar as funds are
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available for the purpose, bills, statements and other obligations of
each Portfolio (including but not limited to obligations in connection
with the conversion, exchange or surrender of Assets, interest
charges, dividend disbursements, taxes, management fees, custodian
fees, legal fees, auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other operating expenses
of such Portfolio) pursuant to Instructions setting forth the name of
the person to whom payment is to be made, and the amount and purpose
of the payment.
O. Daily Statement of Accounts. IFTC will render to Fund, as of the close
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of business on each day, a detailed statement of the amounts received
or paid and of Assets received or delivered for the account of each
Portfolio during each business day. IFTC will maintain such books and
records as are necessary to enable it to render, from time to time
upon request by Fund, a detailed statement of the Assets. IFTC will
permit, and upon Instruction will cause any Subcustodian to permit,
such persons as are authorized by Fund, including Fund's independent
public accountants, reasonable access to such records or will provide
reasonable confirmation of the contents of such records, and if
demanded, IFTC will permit, and will cause any Subcustodian to permit,
federal and state regulatory agencies to examine the Assets, books and
records of the Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other provisions
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hereof:
1. All or any of the Assets may be held in IFTC's own custody or in
the custody of one or more other banks or trust companies
(including, without limitation, affiliates of IFTC) acting as
Subcustodians as may be selected by IFTC; provided that IFTC, to
the extent practicable, shall notify the Fund in writing of the
identity and qualifications of any proposed Subcustodian other
than an affiliate of IFTC at least 30 days prior to appointment of
such Subcustodian, and the Fund may, in its sole discretion, by
written notice to IFTC disapprove of the appointment of such
Subcustodian. If following notice by IFTC to the Fund regarding
appointment of a Subcustodian and the expiration of 30 days after
the date of such notice the Fund shall have failed to notify IFTC
of its disapproval thereof, IFTC may, in its discretion, appoint
such proposed Subcustodian as its subcustodian. Any such
Subcustodian selected by IFTC must have the qualifications
required for a custodian under the 1940 Act. Neither IFTC nor
Subcustodian will be entitled to reimbursement by Fund for any
fees or expenses of any Subcustodian. The appointment of a
Subcustodian will not relieve IFTC of any of its obligations under
this Agreement. IFTC will be responsible to the applicable
Portfolio for any loss, damage or expense suffered or incurred by
such Portfolio resulting from the actions or omissions of any
Subcustodians selected and appointed by IFTC (except Subcustodians
appointed at the request of Fund and as provided in Subsection 2
below) to the same extent IFTC would be responsible to Fund
hereunder if it committed the act or omission itself.
2. Upon request of Fund, IFTC will contract with other Subcustodians
reasonably acceptable to IFTC for purposes of (a) effecting third-
party repurchase transactions with banks, brokers, dealers, or
other entities through the use of a common custodian or
subcustodian, or (b) providing depository
and clearing agency services with respect to certain variable rate
demand note securities, or (c) for other reasonable purposes
specified by Fund; provided, however, that IFTC will be
responsible to Fund for any loss, damage or expense suffered or
incurred by Fund resulting from the actions or omissions of any
such Subcustodian only to the same extent such Subcustodian is
responsible to IFTC. Fund may review IFTC's contracts with such
Subcustodians.
Q. Foreign Custody Manager.
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1. Delegation to IFIC as FCM. The Fund, pursuant to resolution
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adopted by its Board of Trustees or Directors (the "Board"),
hereby delegates to IFTC, subject to Section (b) of Rule 17f-5,
the responsibilities set forth in this new Section with respect
to Foreign Assets held outside the United States, and IFTC hereby
accepts such delegation, as FCM of each Portfolio. It is
understood and agreed that IFTC will sub-contract the performance
of its responsibilities hereunder with State Street Bank & Trust
Company. IFTC will be responsible to the applicable Portfolio for
any loss, damage or expense suffered or incurred by such
Portfolio resulting from the actions or omissions of State Street
Bank & Trust Company to the same extent IFTC would be responsible
to Fund hereunder if it committed the act or omission itself.
References herein to "FCM" shall include IFTC and State Street
Bank & Trust Company.
2. Definitions. Capitalized terms in this Section have the following
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meanings:
"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
financial institutions such as 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, 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 in
amounts deemed by Fund to be reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning set forth in
section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign securities
depository or clearing agency 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 (1) because
required by law or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or clearing
agency; or (iii) because maintaining or effecting trades in
securities outside the foreign securities depository or clearing
agency is not consistent with prevailing or developing custodial
or market practices.
3. Countries Covered. The FCM is responsible for performing the
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delegated responsibilities defined below only with respect to the
countries and custody arrangements for each such country listed
on Exhibit D to this Supplement, which may be amended from time
to time by the FCM. The FCM will list on Exhibit D the Eligible
Foreign Custodians selected by the FCM to maintain the assets of
each Portfolio. Mandatory Securities Depositories are listed on
Exhibit E to this Supplement, which Exhibit E may be amended from
time to time by the FCM. The FCM will provide amended versions of
Exhibits D and E in accordance with Section 7 of this section.
Upon the receipt by the FCM of Instructions to open an account,
or to place or maintain Foreign Assets, in a country listed on
Exhibit D, and the fulfillment by the Fund of the applicable
account opening requirements for such country, the FCM is deemed
to have been delegated by the Board responsibility as FCM with
respect to that country and to have accepted such delegation.
Following the receipt of Instructions directing the FCM to close
the account of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the delegation by
the Board to IFTC as FCM for that country is deemed to have been
withdrawn and IFTC will immediately cease to be the FCM of the
Portfolio with respect to that country.
The FCM may withdraw its acceptance of delegated responsibilities
with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties
agree in writing) after receipt of any such notice by the Fund,
IFTC will have no further responsibility as FCM to a Portfolio
with respect to the country as to which IFTC's acceptance of
delegation is withdrawn.
4. Scope of Delegated Responsibilities.
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a. Selection of Eligible Foreign Custodians. Subject to the
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provisions of this Section, the FCM may place and maintain
the Foreign Assets in the care of the Eligible Foreign
Custodian selected by the FCM in each country listed on
Exhibit D, as amended from time to time.
In performing its delegated responsibilities as FCM to place
or maintain Foreign Assets with an Eligible Foreign
Custodian, the FCM will 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, those set forth
in Rule 17f-5(c)(1)(1) through (iv).
b. Contracts With Eligible Foreign Custodians. The FCM will
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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 FCM
will provide reasonable care for the Foreign Assets held by
that Eligible Foreign Custodian based on the standards
applicable to custodians in the particular country. Each
such contract will include the provisions set forth in Rule
17f-5(c)(2)(1)(A) through (F), or, in lieu of any or all of
the provisions set forth in said (A) through (F), such other
provisions that the FCM determines will provide, in their
entirety, the same or greater level of care and protection
for the Foreign Assets as the provisions set forth in said
(A) through (F) in their entirety.
c. Monitoring. In each case in which the FCM maintains Foreign
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Assets with an Eligible Foreign Custodian selected by the
FCM, the FCM will establish a system to monitor (a) the
appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (b) the contract governing
the custody arrangements established by the FCM with the
Eligible Foreign Custodian. In the event the FCM determines
that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the FCM
will notify the Board in accordance with Section 7 of this
section.
5. Guidelines for the Exercise of Delegated Authority. For purposes
----------------------------------------------------
of this Section, the Board will be solely responsible for
considering and determining to accept such Country Risk as is
incurred by placing and maintaining the Foreign Assets in each
country for which IFTC is serving as FCM of a
Portfolio, and the Board will be solely responsible for
monitoring on a continuing basis such Country Risk to the extent
that the Board considers necessary or appropriate. The Fund, on
behalf of the Portfolios, and IFTC each expressly acknowledge
that the FCM will not be delegated any
responsibilities under this Section with respect to Mandatory
Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In performing the
----------------------------------------
responsibilities delegated to it, the FCM 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 1940 Act would
exercise.
7. Reporting Requirements. The FCM will 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 Exhibits D and E at
the end of the calendar quarter in which an amendment to either
Schedule has occurred. The FCM will make written reports
notifying the Board of any other material change in the foreign
custody arrangements of a Portfolio described in this Section
after the occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM 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 IFTC that the Board has determined that it
is reasonable for the Board to rely on IFTC and State Street Bank
& Trust Company to perform the responsibilities delegated
pursuant to this Contract to IFTC and State Street Bank & Trust
Company as the FCM of each Portfolio and that IFTC has been
granted the authority by Fund to delegate to State Street Bank &
Trust Company the FCM functions to which IFTC has been appointed
by Fund.
9. Effective Date and Termination of IFTC as FCM. The Board's
-----------------------------------------------
delegation to IFTC as FCM of a Portfolio will be effective as of
the date of execution of this Supplement and will remain in
effect until terminated at any time, without penalty, by written
notice from the terminating party to the nonterminating party.
Termination will become effective thirty days after receipt by
the non-terminating party of such notice. The provisions of
Section 3 of this Section govern the delegation to and
termination of IFTC as FCM of the Fund with respect to designated
countries.
R. Accounts and Records. IFTC will prepare and maintain, with the
----------------------
direction and as interpreted by Fund, Fund's or Portfolio's
accountants and/or other advisors, in complete, accurate and current
form all accounts and records: (1) required to be maintained by Fund
with respect to portfolio transactions under Section 3 1 (a) of the
1940 Act and the rules and regulations from time to time adopted
thereunder; (2) required to be maintained as a basis for calculation
of each Portfolio's net asset value; and (3) as otherwise agreed upon
by the parties. Fund will advise IFTC in writing of all applicable
record retention requirements, other than those set forth in the 1940
Act. IFTC will preserve such accounts and records in the manner and
for the periods prescribed in the 1940 Act or for such longer period
as is agreed upon by the parties. Fund will furnish, in writing or its
electronic or digital equivalent, accurate and timely information
needed by IFTC to complete such accounts and records, including
Corporate Actions, when such information is not readily available from
generally accepted securities industry services or publications.
S. Accounts and Records Property of Fund. IFTC acknowledges that all of
---------------------------------
the accounts and records maintained by IFTC pursuant hereto are the
property of Fund, and will be made available to Fund for inspection or
reproduction within a reasonable period of time, upon demand. IFTC
will assist Fund's independent auditors, or upon approval of Fund, or
upon demand, any regulatory body, in any requested review of Fund's
accounts and records but Fund will reimburse IFTC for all expenses and
employee time invested in any such review outside of routine and
nominal periodic reviews. Upon receipt from Fund of
the necessary information or instructions, IFTC will supply
information from the books and records it maintains for Fund that Fund
needs for tax returns, questionnaires, periodic reports to
shareholders and such other reports and information requests as Fund
and IFTC agree upon from time to time. IFTC shall take all reasonable
action as Fund may request in order for the Fund to obtain from year
to year favorable opinions from the Fund's independent certified
public accountants with respect to IFTC's activities hereunder in
connection with the preparation of amendments to the Fund's
Registration Statement on Form N- 1 A, the Fund's annual and
semiannual reports to shareholders and the Fund's filings on Form N-
SAR or other periodic reports to SEC and with respect to any other
requirements of the SEC.
T. Adoption of Procedures. IFTC and Fund hereby adopt the Funds Transfer
------------------------
Operating Guidelines attached hereto as Exhibit B. IFTC and Fund may
from time to time adopt such additional procedures as they agree upon,
and IFTC may conclusively assume that no procedure approved or
directed by Fund, Fund's or Portfolio's accountants or other advisors
conflicts with or violates any requirements of the prospectus,
declaration of trust, any applicable law, rule or regulation, or any
order, decree or agreement by which Fund may be bound. Fund will be
responsible for notifying IFTC of any changes in statutes,
regulations, rules, requirements or policies which might necessitate
changes in IFTC's responsibilities or procedures.
U. Calculation of Net Asset Value. Fund will give Instructions to IFTC
--------------------------------
specifying the outside pricing sources to be utilized as sources of
Asset prices ("Pricing Sources"). In the event that Fund specifies
Reuters America, Inc., it will enter into the Agreement attached
hereto as Exhibit C. IFTC will calculate each Portfolio's net asset
value, in accordance with the Portfolio's prospectus. IFTC will price
the Assets, including foreign currency holdings, of each Portfolio for
which market quotations are available from the Pricing Sources; all
other Assets will be priced in accordance with Fund's Instructions.
V. Advances. Fund will pay on demand any advance of cash or securities
----------
made by IFTC or any Subcustodian, in its sole discretion, for any
purpose (including but not limited to securities settlements, purchase
or sale of foreign exchange or foreign exchange contracts and assumed
settlement) for the benefit of any Portfolio. Any such cash advance
will be subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the date
repaid. As security for each such advance, Fund hereby grants IFTC and
such Subcustodian a lien on and security interest in all Assets at any
time held for the account of the applicable Portfolio, including
without limitation all Assets acquired with the amount advanced.
Should Fund fail to promptly repay the advance, IFTC and such
Subcustodian may utilize available cash and dispose of such
Portfolio's Assets pursuant to applicable law to the extent necessary
to obtain reimbursement of the amount advanced and any related
overdraft charges.
W. Exercise of Rights; Tender Offers. Upon receipt of Instructions, IFTC
-----------------------------------
will: (1) deliver warrants, puts, calls, rights or similar securities
to the issuer or trustee thereof, or to the agent of such issuer or
trustee, for the purpose of exercise or sale, provided that the new
Assets, if any, are to be delivered to IFTC; and (2) deposit
securities upon invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered to IFTC
or the tendered securities are to be returned to IFTC.
X. Fund Shares.
------------
1. Fund will deliver to IFTC Instructions with respect to the
declaration and payment of any dividend or other distribution on
the shares of capital stock of a Portfolio ("Fund Shares") by a
Portfolio. On the date specified in such Instruction, IFTC will
pay out of the monies held for the account of the Portfolio,
insofar as it is available for such purposes, and credit to the
account of the Dividend Disbursing Agent for the Portfolio, the
amount specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a Portfolio,
Portfolio or its agent will give IFTC Instructions regarding the
aggregate dollar amount to be paid for such shares. Upon
receipt of such Instruction, IFTC will charge such aggregate
dollar amount to the account of the Portfolio and either deposit
the same in the account maintained for the purpose of paying for
the repurchase or redemption of Fund Shares or deliver the same in
accordance with such Instruction. IFTC has no duty or
responsibility to determine that Fund Shares have been removed
from the proper shareholder accounts or that the proper number of
Fund Shares have been canceled and removed from the shareholder
records.
3. Whenever Fund Shares are purchased from Fund, Fund will deposit or
cause to be deposited with IFTC the amount received for such
shares. IFTC has no duty or responsibility to determine that Fund
Shares purchased from Fund have been added to the proper
shareholder account or that the proper number of such shares have
been added to the shareholder records.
4. INSTRUCTIONS.
-------------
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which IFTC reasonably believes were given by a designated
representative of Fund. Fund will deliver to IFTC, prior to delivery
of any Assets to IFTC and thereafter from time to time as changes
therein are necessary, written Instructions naming one or more
designated representatives to give Instructions in the name and on
behalf of Fund, which Instructions may be received and accepted by
IFTC as conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in full
force and effect until receipt by IFTC of notice to the contrary.
Unless such written Instructions delegating authority to any person to
give Instructions specifically limit such authority to specific
matters or require that the approval of anyone else will first have
been obtained, IFTC will be under no obligation to inquire into the
right of such person, acting alone, to give any Instructions
whatsoever. If Fund fails to provide IFTC any such Instructions naming
designated representatives, any Instructions received by IFTC from a
person reasonably believed to be an appropriate representative of Fund
will constitute valid and proper Instructions hereunder. "Designated
representatives" may include Fund's or a Portfolio's employees and
agents, including investment, managers and their employees.
B. No later than the next business day immediately following each oral
Instruction, Fund will send IFTC written confirmation of such oral
Instruction. At IFTC's sole discretion, IFTC may record on tape, or
otherwise, any oral Instruction whether given in person or via
telephone, each such recording identifying the date and the time of
the beginning and ending of such oral Instruction.
C. Fund will provide, upon IFTC's request, a certificate signed by an
officer or designated representative of Fund, as conclusive proof of
any fact or matter required to be ascertained from Fund hereunder.
Fund will also provide IFTC Instructions with respect to any matter
concerning this Agreement requested by IFTC. If IFTC reasonably
believes that it could not prudently act according to the
Instructions, or the instruction or advice of Fund's or a Portfolio's
accountants or counsel, it may in its discretion, with notice to Fund,
not act according to such Instructions.
5. LIMITATION OF LIABILITY OF IFTC. IFTC shall hold harmless and indemnify
---------------------------------
Fund from and against any loss or liability arising out of IFTC's failure
to comply with the terms of this Agreement or arising out of IFTC's
negligence, willful misconduct, or bad faith. Upon the occurrence of any
event which causes or may cause any losses to Fund, IFTC shall, and shall
cause any applicable Subcustodian to use all commercially reasonable
efforts and take all reasonable steps under the circumstances to mitigate
the effects of such event and to avoid continuing harm to Fund.
In addition to the liability of IFTC under this Section 5, IFTC shall be
liable to Fund for all reasonable costs and expenses incurred by Fund in
connection with any claim by Fund against IFTC arising from the obligations
of
IFTC hereunder including, without limitation, all reasonable attorneys'
fees and expenses incurred by Fund in asserting any such claim, and all
reasonable expenses incurred by Fund in connection with any investigations,
lawsuits or proceedings relating to such claim, provided that Fund has
recovered from IFTC for such claim.
IFTC is not responsible or liable for, and Fund will indemnify and hold
IFTC harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees, payments and liabilities which may be
asserted against or incurred by IFTC or for which IFTC may be held to be
liable, arising out of or attributable to:
A. IFTC's action or omission to act pursuant to the terms of this
Agreement; provided that IFTC has acted in good faith and with due
diligence and reasonable care; and provided further, that IFTC is not
liable for consequential, special, or punitive damages in any event.
B. IFTC's payment of money as requested by Fund, or the taking of any
action which might make it or its nominee liable for payment of monies
or in any other way; provided, however, that nothing herein obligates
IFTC to take any such action or expend its own monies in its, sole
discretion.
C. IFTC's action or omission to act hereunder upon any Instructions,
advice, notice, request, consent, certificate or other instrument or
paper appearing to it to be genuine and to have been properly
executed, including any Instructions, communications, data or other
information received by IFTC by means of the Systems, as hereinafter
defined, or any electronic system of communication.
D. IFTC's action or omission to act in good faith reliance on the advice
or opinion of counsel for Fund or of its own counsel with respect to
questions or matters of law, which advice or opinion may be obtained
by IFTC from counsel for Fund at the expense of Fund or from IFTC's
counsel at its own expense, or on the Instructions, advice or
statements of any officer or employee of Fund, or Fund's accountants
or other authorized individuals, and other persons believed by it in
good faith to be expert in matters upon which they are consulted.
E. The purchase or sale of any securities or foreign currency positions.
Without limiting the generality of the foregoing, IFTC is under no
duty or obligation to inquire into:
1. The validity of the issue of any securities purchased by or for
any Portfolio, or the legality of the purchase thereof or of
foreign currency positions, or evidence of ownership required by
Fund to be received by IFTC, or the propriety of the decision to
purchase or the amount paid therefor;
2. The legality of the sale of any securities or foreign currency
positions by or for any Portfolio, or the propriety of the amount
for which the same are sold; or
3. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefore, the legality
of the repurchase or redemption of any Fund Shares, or the
propriety of the amount to be paid therefor, or the legality of
the declaration of any dividend by Fund, or the legality of the
issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's
accounts and records or other information provided by or on behalf of
a Portfolio to IFTC, including the accuracy of the prices quoted by
the Pricing Sources or for the information supplied by Fund to price
the Assets, or the failure of Fund to provide, or provide in a timely
manner, any accounts, records, or information needed by IFTC to
perform hereunder.
G. Fund's refusal or failure to comply with the terms hereof (including
without limitation Fund's failure to pay or reimburse IFTC under
Section 5 hereof), Fund's negligence or willful misconduct, or the
failure of
any representation or warranty of Fund hereunder to be and remain true
and correct in all respects at all times.
H. The use or misuse, whether authorized or unauthorized, of the Systems
or any electronic system of communication used hereunder, by Fund or
by any person who acquires access to the Systems or such other systems
through the terminal device, passwords, access instructions or other
means of access to such Systems or such other system which are
utilized by, assigned to or otherwise made available to Fund,
except to the extent attributable to any negligence or willful
misconduct by IFTC.
I. Except as otherwise provided in this Agreement, any money represented
by any check, draft, wire transfer, clearinghouse funds, uncollected
funds, or instrument for the payment of money to be received by IFTC
on behalf of a Portfolio until actually received; provided, however,
that IFTC will advise Fund promptly if it fails to receive any such
money in the ordinary course of business and will cooperate with Fund
toward the end that such money is received.
J. Except as provided in Section 3.P hereof, loss occasioned by the acts,
neglects, defaults or insolvency of any broker, bank, trust company,
or any other person with whom IFTC may deal.
K. The failure or delay in performance of its obligations hereunder, or
those of any entity for which it is responsible hereunder, arising out
of or caused, directly or indirectly, by circumstances beyond the
affected entity's reasonable control, including, without limitation:
any interruption, loss or malfunction of any utility, transportation,
computer (hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a delay in
mails; governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor disputes,
freezes, floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection.
6. COMPENSATION. In consideration for its services hereunder, Fund will pay to
--------------
IFTC the compensation set forth in a separate fee schedule, incorporated
herein by this reference, to be agreed to by Fund and IFTC from time to
time, and reimbursement for IFTC's cash disbursements and reasonable out-
of-pocket costs and expenses, including attorney's fees deemed necessary in
IFTC's judgment to keep safe or protect Assets of the Fund, incurred by
IFTC in connection with the performance of services hereunder, on demand.
IFTC may charge such compensation against monies held by it for the account
of the Portfolios. IFTC will also be entitled to charge against any monies
held by it for the account of the Portfolios the amount of any loss,
damage, liability, advance, overdraft or expense for which it is entitled
to reimbursement from Fund, including but not limited to fees and expenses
due to IFTC for other services provided to Fund by IFTC. IFTC will be
entitled to reimbursement by Fund for the losses, damages, liabilities,
advances, overdrafts and expenses of Subcustodians only to the extent that
(a) IFTC would have been entitled to reimbursement hereunder if it had
incurred the same itself directly, and (b) IFTC is obligated to reimburse
the Subcustodian therefore.
7. SUBROGATION. Notwithstanding anything to the contrary contained herein,
-------------
Fund shall have, at its election upon reasonable notice to IFTC, the right
to enforce, to the extent permitted by any applicable agreement and
applicable law, IFTC's rights against any Subcustodian, Depository or other
person for losses caused Fund by such Subcustodian, Depository or other
person, and shall be entitled to enforce the rights of IFTC with respect to
any claim against such Subcustodian, Depository or other person which IFTC
may have as a consequence of any such losses, if and to the extent that
Fund has not been made whole for such losses. If IFTC makes Fund whole for
such losses, IFTC shall retain the ability to enforce its rights directly
against such Subcustodian, Depository or other person. Upon Fund's election
to enforce any rights of IFTC under this Section 7, Fund shall reasonably
prosecute all actions and proceedings directly relating to the rights of
IFTC in respect of the losses incurred by Fund; provided that, so long as
Fund has acknowledged in writing its obligation to indemnify IFTC under
Section
5 hereof with respect to such claim, Fund shall retain the right to settle,
compromise and/or terminate any action or proceeding in respect of the
losses incurred by Fund without IFTC's consent and provided further that if
Fund has not made an acknowledgment of its obligation to indemnify IFTC,
Fund shall not settle, compromise or terminate any such action or
proceeding without the written consent of IFTC, which consent shall not be
unreasonably withheld or delayed. IFTC agrees to cooperate with Fund and
take all actions reasonably requested by Fund in connection with Fund's
enforcement of any rights of IFTC. Fund agrees to reimburse IFTC for all
reasonable out-of-pocket expenses incurred by IFTC in connection with the
fulfillment of its obligations under this Section 7, provided that such
reimbursement shall not apply to expenses occasioned by or resulting from
the negligence, misfeasance or misconduct of IFTC.
8. TERM AND TERMINATION. The initial term of this Agreement is for a period of
----------------------
one (1) year. Thereafter, Fund or IFTC may terminate the same by notice in
writing, delivered or mailed, postage prepaid, to the other party and
received not less than ninety (90) days prior to the date upon which such
termination will take effect. Upon termination hereof:
A. Fund will pay IFTC its fees and compensation due hereunder and its
reimbursable disbursements, costs and expenses paid or incurred to
such date upon receipt by Fund of a statement setting forth such
disbursements, costs and expenses;
B. Fund will designate a successor investment accounting and
recordkeeping agent (which may be Fund) by Instruction to IFTC;
C. Fund will designate a successor custodian by Instruction to IFTC. In
the event no such Instruction has been delivered to IFTC on or before
the date when such termination becomes effective, then IFTC may, at
its option, (i) choose as successor custodian a bank or trust company
meeting the qualifications for custodian set forth in the 1940 Act and
having not less than Two Million Dollars ($2,000,000) aggregate
capital, surplus and undivided profits, as shown by its last published
report, or (ii) apply to a court of competent jurisdiction for the
appointment of a successor or other proper relief, or take any other
lawful action under the circumstances; provided, however, that Fund
will reimburse IFTC for its costs and expenses, including reasonable
attorney's fees, incurred in connection therewith; and
D. IFTC will, upon payment of all sums due to IFTC from Fund hereunder or
otherwise, deliver at IFTC's office (i) all accounts and records to
the successor investment accounting and recordkeeping agent or, if
none, to Fund; and (ii) all Assets, duly endorsed and in form for
transfer, to the successor custodian, or as specified by the court.
IFTC will cooperate in effecting changes in book-entries at all
Depositories. Upon proper delivery to a successor or as specified by
the court, IFTC will have no further obligations or liabilities
hereunder. Thereafter such successor will be the successor hereunder
and will be entitled to reasonable compensation for its services.
In the event that accounts, records or Assets remain in the possession of
IFTC after the date of termination hereof for any reason other than IFTC's
failure to deliver the same, IFTC is entitled to compensation as provided
in the then-current fee schedule for its services during such period, and
the provisions hereof relating to the duties and obligations of IFTC will
remain in full force and effect.
9. NOTICES. Notices, requests, instructions and other writings addressed to
---------
Fund at the address set forth above, or at such other address as Fund may
have designated to IFTC in writing, will be deemed to have been properly
given to Fund hereunder. Notices, requests, Instructions and other writings
addressed to IFTC at the address set forth above, Attention: Custody
Department, or to such other address as it may have designated to Fund in
writing, will be deemed to have been properly given to IFTC hereunder.
10. THE SYSTEMS; CONFIDENTIALITY.
-----------------------------
A. If IFTC provides Fund direct access to the computerized investment
portfolio custody, recordkeeping and accounting systems used by IFTC
("Systems") or if IFTC and Fund agree to utilize any electronic system
of communication, Fund agrees to implement and enforce appropriate
security policies and procedures to prevent unauthorized or improper
access to or use of the Systems or such other system.
B. Fund will preserve the confidentiality of the Systems and the tapes,
books, reference manuals, instructions, records, programs,
documentation and Information of, and other materials relevant to,
the Systems and the business of IFTC ("Confidential Information").
Fund agrees that it will not voluntarily disclose any such
Confidential Information to any other person other than its own
employees who reasonably have a need to know such information pursuant
hereto. Fund will return all such Confidential Information to IFTC
upon termination or expiration hereof.
C. Fund has been informed that the Systems are licensed for use by IFTC
from one or more third parties ("Licensors"), and Fund acknowledges
that IFTC and Licensors have proprietary rights in and to the Systems
and all other IFTC or Licensor programs, code, techniques, know-how,
data bases, supporting documentation, data formats, and procedures,
including without limitation any changes or modifications made at the
request or expense or both of Fund (collectively, the "Protected
Information"). Fund acknowledges that the Protected Information
constitutes confidential material and trade secrets of IFTC and
Licensors. Fund will preserve the confidentiality of the Protected
Information, and Fund hereby acknowledges that any unauthorized use,
misuse, disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer system, or
computer network, or the knowing and unauthorized accessing or causing
to be accessed of any computer, computer system, or computer network,
may be subject to civil liabilities and criminal penalties under
applicable law. Fund will so inform employees and agents who have
access to the Protected Information or to any computer equipment
capable of accessing the same. Licensors are intended to be and are
third party beneficiaries of Fund's obligations and undertakings
contained in this Section.
D. Fund hereby represents and warrants to IFTC that it has determined to
its satisfaction that the Systems are appropriate and suitable for its
use. THE SYSTEMS ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. IFTC
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio:
---------------------
A. Each Portfolio will be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered hereby,
every reference herein to Fund is deemed to relate solely to the
particular Portfolio to which such transaction relates. Under no
circumstances will the rights, obligations or remedies with respect to
a particular Portfolio constitute a right, obligation or remedy
applicable to any other Portfolio. The use of this single document to
memorialize the separate agreement of each Portfolio is understood to
be for clerical convenience only and will not constitute any basis for
joining the Portfolios for any reason.
B. Fund may appoint IFTC as its custodian and investment accounting and
recordkeeping agent for additional Portfolios from time to time by
written notice, provided that IFTC consents to such addition. Rates or
charges for each additional Portfolio will be as agreed upon by IFTC
and Fund in writing.
12. MISCELLANEOUS.
--------------
A. This Agreement will be construed according to, and the rights and
liabilities of the parties hereto will be governed by, the laws of The
Commonwealth of Massachusetts without reference to the choice of laws
principles thereof.
B. All terms and provisions hereof will be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 10 hereof are intended to and
will continue after and survive the expiration, termination or
cancellation hereof.
D. No provisions hereof may be amended or modified in any manner except
by a written agreement properly authorized and executed by each party
hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions hereof or to enforce any rights resulting from any
breach of any of the terms or conditions hereof, including the payment
of damages, will not be construed as a continuing or permanent waiver
of any such terms, conditions, rights or privileges, but the same will
continue and remain in full force and effect as if no such forbearance
or waiver had occurred. No waiver, release or discharge of any party's
rights hereunder will be effective unless contained in a written
instrument signed by the party sought to be charged.
F. The captions herein are included for convenience of reference only,
and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which together constitute one
and the same instrument.
H. If any provision hereof is determined to be invalid, illegal, in
conflict with any law or otherwise unenforceable, the remaining
provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain in
full force and effect and will remain enforceable to the fullest
extent permitted by applicable law.
I. This Agreement shall be binding on and shall inure to the benefit of
Fund and IFTC and their respective successors and assigns, provided
that neither party hereto may assign this Agreement or any of its
rights hereunder without the prior written consent of the other party.
J. Neither the execution nor performance hereof will be deemed to create
a partnership or joint venture by and between IFTC and Fund or any
Portfolio.
K. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by either party hereunder will not
affect any rights or obligations of the other party hereunder.
L. Notice is hereby given that a copy of Fund's Trust Agreement and all
amendments thereto is on file with the Secretary of State of the state
of its organization; that this Agreement has been executed on behalf
of Fund by the undersigned duly authorized representative of Fund in
his/her capacity as such and not individually; and that the
obligations of this Agreement are binding only upon the assets and
property of Fund and not upon any trustee, officer of shareholder of
Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST QUANTITATIVE GROUP OF FUNDS
COMPANY
By: By:
Title: Title:
EXHIBIT A -- INCOME AVAILABILITY SCHEDULE
Foreign -- Income will be credited contractually on pay day in the markets noted
with Contractual Income Policy. The markets noted with Actual income policy will
be credited income when it is received.
Market Income Policy Market Income Policy Market Income Policy
=================================================================================================================
Argentina Actual Hong Kong Contractual Poland Actual
-----------------------------------------------------------------------------------------------------------------
Australia Contractual Hungary Actual Portugal Contractual
-----------------------------------------------------------------------------------------------------------------
Austria Contractual India Actual Russia Actual
-----------------------------------------------------------------------------------------------------------------
Bahrain Actual Indonesia Actual Singapore Contractual
-----------------------------------------------------------------------------------------------------------------
Bangladesh Actual Ireland Actual Slovak Republic Actual
-----------------------------------------------------------------------------------------------------------------
Belgium Contractual Israel Actual South Africa Actual
-----------------------------------------------------------------------------------------------------------------
Bermuda Actual Italy Contractual South Korea Actual
-----------------------------------------------------------------------------------------------------------------
* Bolivia Actual Ivory Coast Actual Spain Contractual
-----------------------------------------------------------------------------------------------------------------
Botswana Actual * Jamaica Actual Sri Lanka Actual
-----------------------------------------------------------------------------------------------------------------
Brazil Actual Japan Contractual Swaziland Actual
-----------------------------------------------------------------------------------------------------------------
Canada Contractual Jordan Actual Sweden Contractual
-----------------------------------------------------------------------------------------------------------------
Chile Actual Kenya Actual Switzerland Contractual
-----------------------------------------------------------------------------------------------------------------
China Actual Lebanon Actual Taiwan Actual
-----------------------------------------------------------------------------------------------------------------
Colombia Actual Luxembourg Actual Thailand Actual
-----------------------------------------------------------------------------------------------------------------
Cyprus Actual Malaysia Actual * Trinidad & Tobago Actual
-----------------------------------------------------------------------------------------------------------------
Czech Republic Actual Mauritius Actual * Tunisia Actual
-----------------------------------------------------------------------------------------------------------------
Denmark Contractual Mexico Actual Turkey Actual
-----------------------------------------------------------------------------------------------------------------
Ecuador Actual Morocco Actual United Kingdom Contractual
-----------------------------------------------------------------------------------------------------------------
Egypt Actual Namibia Actual United States See Attached
-----------------------------------------------------------------------------------------------------------------
** Euroclear Contractual/ Actual Netherlands Contractual Uruguay Actual
-----------------------------------------------------------------------------------------------------------------
Euro CDS Actual New Zealand Contractual Venezuela Actual
-----------------------------------------------------------------------------------------------------------------
Finland Contractual Norway Contractual Zambia Actual
-----------------------------------------------------------------------------------------------------------------
France Contractual Oman Actual Zimbabwe Actual
-----------------------------------------------------------------------------------------------------------------
Germany Contractual Pakistan Actual
-----------------------------------------------------------------------------------------------------------------
Ghana Actual Peru Actual
-----------------------------------------------------------------------------------------------------------------
Greece Actual Philippines Actual
=================================================================================================================
* Market is not 17F-5 eligible
** For EuroClear, contractual income paid only in markets listed with
Income Policy of Contractual.
United States
Income Type DTC FED PTC Physical
====================================================================================
Dividends Contractual N/A N/A Actual
------------------------------------------------------------------------------------
Fixed Rate Interest Contractual Contractual N/A Actual
------------------------------------------------------------------------------------
Variable Rate Interest Contractual Contractual N/A Actual
------------------------------------------------------------------------------------
GNMA I N/A N/A Contractual PD +1 N/A
------------------------------------------------------------------------------------
GNMA II N/A N/A Contractual PD *** N/A
------------------------------------------------------------------------------------
Mortgages Actual Contractual Contractual Actual
------------------------------------------------------------------------------------
Maturities Actual Contractual N/A Actual
====================================================================================
Exceptions to the above Contractual Income Policy include securities that are:
. Involved in a trade whose settlement either States); failed, or is pending
over the record date (excluding the United States);
. On loan under a self directed securities lending program other than IFTC's
own vendor lending program
. Known to be in a condition of default, or suspected to present a risk of
default or payment delay;
. In the asset categories, without limitation, of Private Placements,
Derivatives, Options, Futures, CMOs, and Zero Coupon Bonds.
. Securities whose amount of income and redemption cannot be calculated in
advance of payable date, or determined in advance of actual collection,
examples include ADRs;
. Payments received as the result of a corporate action, not limited to, bond
calls, and tender offers.
*** For GNMA 11 securities, if the 19th day of the month is a business day,
Payable/Distribution Date is the next business day. If the 19th is not a
business day, but the 20th is a business day, Payable/Distribution date is the
first business day after the 20th. If both the 19th and 20th are not business
days, Payable/Distribution will be the next business day thereafter.
EXHIBIT B -- FUNDS TRANSFER OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER: IFTC is authorized to promptly debit Fund's
("Client's") account(s) upon the receipt of a payment order in compliance with
any of the Security Procedures chosen by the Client, from those offered on the
attached selection form (and any updated selection forms hereafter executed by
the Client), for funds transfers and in the amount of money that IFTC has been
instructed to transfer. IFTC is hereby instructed to accept funds transfer
instructions only via the delivery methods and Security Procedures indicated on
the attached selection form (and any updated executed by the Client). The Client
agrees that the Security Procedures are reasonable and adequate for its wire
transfer transactions and agrees to be bound by any payment orders, amendments
and cancellations, whether or not authorized, issued in its name and accepted by
IFTC after being confirmed by any of the selected Security Procedures. The
Client also agrees to be bound by any other valid and authorized payment order
accepted by IFTC. IFTC shall execute payment orders in compliance with the
selected Security Procedures and with the Client's/Investment Manager's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. IFTC will use reasonable efforts to execute on the
execution date payment orders received after the customary deadline, but if it
is unable to execute any such payment order on the execution date, such payment
order will be deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by IFTC.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to IFTC.
The Client must notify IFTC immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in the
Client's authorized personnel. IFTC shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: IFTC shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern. Financial institutions that
receive payment orders initiated by IFTC at the instruction of the Client may
also process payment orders on the basis of account numbers, regardless of any
name included in the payment order. IFTC will also rely on any financial
institution identification numbers included in any payment order, regardless of
any financial institution name included in the payment order.
4. REJECTION: IFTC reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of IFTC's receipt of such payment order;
(b) if initiating such payment order would cause IFTC, in IFTC's sole judgment,
to exceed any applicable volume, aggregate dollar, network, time, credit or
similar limits upon wire transfers; or (c) if IFTC, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: IFTC shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the selected Security Procedures provided that such requests are received
in sufficient time to afford IFTC a reasonable opportunity to act prior to
executing the payment order. However, IFTC assumes no liability if the request
for amendment or cancellation cannot be satisfied by IFTC's reasonable efforts.
6. ERRORS: IFTC shall assume no responsibility for failure to detect any
erroneous payment order provided that IFTC complies with the payment order
instructions as received and IFTC complies with the selected Security
Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: IFTC shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless IFTC is notified of the unauthorized payment order within thirty
(30) days of notification by IFTC of the acceptance of such payment order. In no
event (including but not limited to
failure to execute a payment order) shall IFTC be liable for special, indirect
or consequential damages, even if advised of the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
the Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the MidAmerica Payment Exchange or other similar body, IFTC or its agent
will act as an Originating Depository Financial Institution and/or Receiving
Depository Financial Institution, as the case may be, with respect to such
entries. Credits given with respect to an ACH credit entry are provisional until
final settlement for such entry is received from the Federal Reserve Bank. If
such final settlement is not received, the Client agrees to promptly refund the
amount credited to the Client in connection with such entry, and the party
making payment to the Client via entry shall not be such deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of IFTC's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through IFTC's
account statements, advices, information systems, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within
30 days.
10. MISCELLANEOUS: IFTC may use the Federal Reserve System Fedwire to execute
payment orders, and any payment order carried in whole or in part through
Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. IFTC and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of IFTC or the
Client, but the party responsible for the erroneous payment shall bear all costs
and expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
[_] SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication)
is a cooperative society owned and operated by member financial
institutions that provides telecommunication services for its membership.
Participation is limited to securities brokers and dealers, clearing and
depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission
errors, loss of confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[_] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data communications between the Client
and/or its agent and IFTC and/or its agent. Security procedures include
encryption and/or the use of a test key by those individuals authorized as
Automated Batch Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CP U-CP U transmissions. This delivery mechanism is typically
used for highvolume business such as shareholder redemptions and dividend
payments.
[X] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers.
IFTC will verifythat the instruction contains the signature of an
authorized person and prior to execution ofthe payment order, will contact
someone other than the originator at the Client's location to authenticate
the instruction. Selection of this alternative is appropriate for Clients
who do not have the capability to use other security procedures.
[_] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. IFTC will
provide test keys if this option is chosen. IFTC will verify that the
instruction contains the signature of an authorized person and prior to
execution of the payment order, will authenticate the test key provided
with the corresponding test key at IFTC. Selection of this alternative is
appropriate for Clients who do not have the capability to use other
security procedures.
[X] REPETITIVE WIRES For situations where funds are transferred periodically
from an existing authorized account to the same payee (destination bank and
account number) and only the date and currency amount are variable, a
repetitive wire may be implemented. Repetitive wires will be subject to a
$10 million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to
execution. Repetitive wire instructions must be reconfirmed annually.
Clients may establish Repetitive Wires by following the agreed upon
security procedures as described by Telephone Confirmation (Call Back) or
Test Key. This alternative is recommended whenever funds are frequently
transferred between the same two accounts.
[_] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter party on
the Client's established list of authorized counter parties. Only the date
and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures as described
by Telephone Confirmation (Call Back) or Test Key. This option is used for
transactions that include but are not limited to Foreign Exchange
Contracts, Time Deposits and Tri-Party Repurchase Agreements.
[_] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The transactions
contained on each transmission or tape must be authenticated by the Client.
The transmission is sent from the Client's or its agent's system to IFTC's
or its agent's system with encryption.
KEY CONTACT INFO
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (1) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2)
------------------- --------------------------------
Name Name
Lincoln North Lincoln North
▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 55 Old Bedford Road
------------------- -------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------- -----------------
City/State/Zip Code City/State/Zip Code
(781) 259 - 1144 (781) 259 - 1144
---------------- ----------------
Telephone Number Telephone Number
(781) 259 - 1166
----------------
Facsimile Number
___________________
SWIFT Number
QUANTITATIVE GROUP OF FUNDS
By:
Title:
Date:
EXHIBIT C--REUTERS DATA SERVICE AGREEMENT
The undersigned acknowledges and agrees that some of the data being provided in
the service by IFTC to Fund contains information supplied to IFTC by Reuters
America Inc. ("Reuters") (the "Data"). Fund agrees that:
(i) although Reuters makes every effort to ensure the accuracy and
reliability of the Data, Fund acknowledges that Reuters, its
employees, agents, contractors, subcontractors, contributors and
third party providers will not be liable for any loss, cost or
damage suffered or incurred by Fund arising out of any fault,
interruption or delays in the Data or out of any inaccuracies,
errors or omissions in the Data however such faults, interruptions,
delays, inaccuracies, errors or omissions arise, unless due to the
gross negligence or willful misconduct of Reuters;
(ii) it will not transfer, transmit, recirculate by digital or analogue
means, republish or resell all or part of the Data; and
(iii) certain parts of the Data are proprietary and unique to Reuters.
The undersigned further agrees that the benefit of this clause will inure to the
benefit of Reuters.
QUANTITATIVE GROUP OF FUNDS
By:
Title:
Date:
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria GiroCredit Bank Aktiengesellschaft der Sparkassen
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.
Canada Canada Trustco Mortgage Company
Chile Citibank, N.A.
People's The Hongkong and Shanghai Banking Corporation
Republic of Limited Shanghai and Shenzhen branches
China
Colombia Cititrust Colombia S.A.Sociedad Fiduciaria
Croatia Privredana banka Zagreb d.d
Cyprus Barclays Bank PLC Cyprus Offshore Banking Unit
Czech Ceskoslovenska, Obchodni Banka A.S.
Republic
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt National Bank of Egypt
Estonia Hansabank
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Finland ▇▇▇▇▇▇ Bank Limited
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
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
Jordan The Daiwa Bank, Limited; The Fuji Bank Limited Japan Securities Depository
The Sumitomo Trust & Banking Co., Ltd.
Kenya Barclays Bank of Kenya Limited
Republic of Korea Citibank, N.A.
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Lebanon The British Bank of the Middle East Custodian and Clearing Center of
(as delegate of the Hongkong and Financial Instruments for Lebanon
Shanghai Banking Corporation Limited) (MIDCLEAR) ▇.▇.▇.;
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai Banking
Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia (via) Standard Bank of South Africa
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.
EXHIBIT D
STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND OPTIONAL DEPOSITORIES
Country Subcustodian Optional Depositories
Slovak Ceskoslovenska. Obchodn6Banka A.S.
Republic
South Africa Standard Bank of South Africa Limited
Spain Banco Santander, S.A
SriLanka The Hongkong and Shanghai Banking
Corporation Limited
Swaziland Barclays Bank of Swaziland Limited
Sweden Skandinaviska, Enskilda Banken
Switzerland Union Bank of Switzerland
▇▇▇▇▇▇ ▇.▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Standard Chartered Bank
Trinidad Republic Bank Ltd.
& Tobago
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
United State Street Bank and Trust
Kingdom
Uruguay Citibank, N.A.
Venezuela Citibank, N.A.
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)
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is
mandatory as a matter of law or effectively mandatory as a
matter of market practice)
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 -Bolsa de Valores de Sao Paulo;
-Balsa de Valores de Rio de Janeiro
-All SSB clients presently use Calispa
-Central de Custodia e de Liquidagdo Financeira de Titulos
-Banco Central do Brasil, systema Especial de Liquidacao e Custodia
Canada -The Canadian Depository for Securities Limited; West Canada
Depository Trust Company [depositories linked]
People's Republic -Shanghai Securities Central Clearing and Registration Corporation;
of China -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, Saturate System
Germany -The Deutscher Kassenverein AG
Greece -The Central Securities Depository (Apothetirion Titlon A.E.);
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is mandatory as a matter of
law or effectively mandatory as a matter of market practice)
Hong Kong -The Central Clearing and Settlement System;
-The Central Money Markets Unit
Hungary -The Central Depository and Clearing House (Budapest) Ltd.
[Mandatory for Gov't Bonds only; SSB does not use for other securities]
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
Lebanon -The Central Bank of Lebanon
Malaysia -Malaysian Central Depository Sdn. Bhd.;
-Bank Negara Malaysia, Scripless Securities Trading and Safekeeping Systems
Mauritius -The Central Depository & Settlement System
Mexico -S.D. INDEVAL, S.A. de C.V. (Instituto para el Deposito de valorem)
Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("NECIGEF")
[* * It is planned that as of 111198 NBNV will no longer hold
government securities, all securities will be transferred to NECIGEF];
-De Nederlandsche Bank N.V. ("NBNV")**
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.)
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is mandatory as a matter of
law or effectively mandatory as a matter of market practice)
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 Papier6w Wartos~ciowych);
-National Bank of Poland
Portugal -Central de Valores Mobilidrios
Romania -National Securities Clearing, Settlement and Depository Co.;
-Bucharest Stock Exchange;
-National Bank of Romania
Singapore -The Central Depository (Pte)Limited; -Monetary Authority of Singapore
Slovak Republic -Stredisko Cennych Papierov;
-National Bank of Slovakia
South Africa -The Central Depository Limited
Spain -Servicio de Compensacion y Liquidacion de valorem, S.A.;
-Banco de Emporia, Anotaciones en Cuenta
SriLanka -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.
Thailand -Thailand Securities Depository Company Limited
Tunisia -STICODEVAM;
-Central Bank of Tunisia;
-Junisian Treasury
Turkey -Takas ve Saklama Bankasi A.S.;
-Central Bank of Turkey
EXHIBIT E
STATE STREET GLOBAL CUSTODY NETWORK MANDATORY DEPOSITORIES
Country Mandatory Depositories (Includes entities for which use is mandatory as a matter of
law or effectively mandatory as a matter of market practice)
United Kingdom -The Bank of England, The Central Gilts Office; The Central Money markets
Office; The European Settlements Office;
-First Chicago Clearing Centre
Uruguay -Central Bank of Uruguay
Zambia -Lusaka Central Depository
INVESTORS FIDUCIARY TRUST COMPANY
FEE SCHEDULE
QUANTITATIVE GROUP OF FUNDS
I. INVESTMENT ACCOUNTING
A. Monthly Base Fee Per Portfolio
------------------------------
$500 (not included in minimum monthly asset fee discussed in I.B. below.)
B. Minimum Monthly Fee
-------------------
There is a monthly minimum fee of $2,000 per fund/portfolio. The monthly
minimum fee per portfolio does not apply to any portfolio if the asset
based fee discussed in I C. below produces greater revenue than the
aggregate minimum.
C. Asset Based Fee on a Total Relationship Basis
---------------------------------------------
3/100 of 1% (3 basis points) on the first $400 million in assets
2/100 of 1% (2 basis points) on the next $200 million in assets
1/100 of 1% (1 basis point) on all assets in excess of $600 million in
assets
D. Monthly Base Fee Per Additional Class
-------------------------------------
$ 400 (not included in minimum monthly fee discussed in LB)
E. Navigator Automated Pricing
---------------------------
Monthly Base Charge Waived
Monthly Quote Charge:
Municipal Bonds via ▇▇▇▇▇/S & P or ▇▇▇▇▇▇ Data $16.00
Corporate, Municipal, Convertible, Government Bonds
and Adjustable Rate Preferred Stocks Via IDSI $13.00
Government, Corporate Bonds via ▇▇▇▇▇/S & P or ▇▇▇▇▇▇ $11.00
Government, Corporate and Convertible Bonds via ▇▇▇▇▇▇▇ ▇▇▇▇▇ $11.00
Foreign Bonds via Extel $10.00
Options, Futures and Private Placements $ 8.00
Listed Equities (including International) and OTC Equities $ 8.00
Quantitative Funds
Fee Schedule (Continued)
NOTES:
1. For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio at month end.
2. Quantitative will not be charged a monthly pricing fee on US Equities.
II. SECURITY CUSTODY
A. Domestic Securities
-------------------
Asset-Based Fee on a total relationship basis:
0.5/100 of 1% (0.5 basis point) on all assets
B. Transaction Fee, per transaction:
---------------------------------
Physical Settlements - $20.00
DTC or Fed Book Entry - $8.00
Participant Trust Company (PTC) Eligible - $10.00
PTC Asset-backed Security Paydown - $10.00
Other Asset-backed Security Paydown - $10.00
Federal Funds Wire Received or Delivered - $5.50
C. Foreign Securities
------------------
See appendix I for Global Agreement.
D. Balance Credits
---------------
IFTC will offset fees with balance credits calculated at 75% of the
90 day T-▇▇▇▇ rate in effect the last business day of each month will
be applied to the average custody collected cash balances for the
month. Balance credits can be used to offset fees. Any credits in
excess of fees will be carried forward from month to month through the
end of the calendar year. Any excess credit remaining at year-end will
not be carried forward. For calculation purposes, IFTC uses an
actual/actual basis.
III. NOTES TO THE ABOVE, FEE SCHEDULE
A. Asset based fees will be billed monthly at 1/12th of the annual stated
rate based on monthly average net assets. Annual maintenance fees are
payable monthly at 1/12th of the annual stated rate.
Quantitative Funds
Fee Schedule (Continued)
B. The above schedule does not include out-of-pocket expenses that would
be incurred by IFTC on the client's behalf. Examples of out-of-pocket
expenses include but are not limited to microfiche, disaster recovery,
pricing and research services, overnight mailing services, foreign
registration and script fees, etc. IFTC bills out-of-pocket expenses
separately from service fees.
C. The fees stated above are exclusive of terminal equipment required in
the client's location(s) and communication line costs.
D. Any fees or out-of-pocket expenses not paid within 30 days of the date
of the original invoice will be charged a late payment fee of 1% per
month until payment of the fees are received by IFTC.
E. The above fee schedule is applicable for selections made and
communicated within 90 days of the date of this proposal. The fees are
guaranteed for a one-year period commencing on the effective date of
the service agreement between IFTC and the client. All changes to the
fee schedule will be communicated in writing at least 60 days prior to
their effective date.
F. Overdrafts will be calculated at the monthly average Prime rate (as
published in the Wall Street Journal) and charged on the monthly
----------------------
average overdraft balance.
--------------------------
_________________________________ ___________________________________
Investors Fiduciary Trust Company Quantitative Group of Funds
Date Date
Appendix I
Quantitative Fund
Global Custody Fees
1. Country Based Charges:
----------------------
Market Asset Charge Transaction Charge Market Asset Charge Transaction Charge
=================================================================================================
Argentina 35 $125 Malaysia 10 $ 30
-------------------------------------------------------------------------------------------------
Australia 8 $ 30 Mauritius 40 $125
-------------------------------------------------------------------------------------------------
Austria 8 $ 30 Mexico 8 $ 30
-------------------------------------------------------------------------------------------------
Bangladesh 40 $125 Morocco 30 $125
-------------------------------------------------------------------------------------------------
Belgium 8 $ 30 Namibia 40 $ 30
-------------------------------------------------------------------------------------------------
Belize 75 $125 Netherlands 8 $ 30
-------------------------------------------------------------------------------------------------
Botswana 35 $125 New Zealand 8 $ 30
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Brazil 30 $ 75 Norway 8 $ 30
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Canada 5 $ 30 Pakistan 40 $125
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Euroclear 5 $ 30 Peru 40 $125
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Chile 40 $125 Philippines 15 $ 75
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Colombia 45 $125 Poland 40 $125
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Czech Republic 30 $125 Portugal 10 $ 75
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Denmark 8 $ 30 Shanghai (China) 35 $125
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Egypt 100 $125 Shenzhen (China) 35 $125
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ECU* 5 $ 45 Singapore 10 $ 30
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Finland 8 $ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 8 $ 30
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France 6 $ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 25 $ 75
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Germany 6 $ 30 Spain 10 $ 30
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Ghana 40 $125 Sri Lanka 25 $125
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Greece 30 $125 Swaziland 40 $125
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Hong Kong 10 $ 30 Sweden 8 $ 30
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Hungary 40 $125 Switzerland 6 $ 30
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India 45 $125 Taiwan 30 $125
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Indonesia 15 $100 Thailand 10 $ 30
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Ireland 8 $ 30 Turkey 30 $125
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Israel 35 $ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 6 $ 30
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Italy 8 $ 30 Uruguay 45 $125
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Japan 6 $ 30 Venezuela 40 $125
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Jordan 45 $125 Zimbabwe 35 $125
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NOTE: Any country not listed above will be negotiated at time of investment.
Out of Pocket Expenses: As incurred (e.g. stamp taxes, registration costs,
script fees, special transportation costs, etc.).
* ECU = European Currency Unit.