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EXHIBIT 99.8.2
CUSTODY AGREEMENT
This Custody Agreement is dated February 27, 1997 between
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY, a New York State chartered trust company (the
"Custodian"), and PNC Bank, N.A. a national banking association (the "Client").
1. Appointment and Acceptance; Accounts. (a) The Client hereby
appoints the Custodian as a custodian of Property (as defined below) for which
the Client serves as custodian for its clients and that are delivered to the
Custodian, or any Subcustodian as appointed below, from time to time to be held
in custody for the benefit of the Client. The Custodian agrees to act as such
custodian upon the terms and conditions hereinafter provided.
(b) Prior to the delivery of any Property by the Client to the
Custodian, the Client shall deliver to the Custodian each document and other
item listed in Appendix 1. In addition, the Client shall deliver to the
Custodian any additional documents or items as the Custodian may deem necessary
for the performance of its duties under this Agreement.
(c) The Client instructs the Custodian to establish on the
books and records of the Custodian the accounts listed in Appendix 2 (the
"Accounts") in the name of the Client. Each Account shall be segregated and
separately established and accounted for from every other Account on the books
and records of the Custodian. Upon written agreement of the Custodian and the
Client and the receipt of appropriate documentation from the Client, the
Custodian shall open additional Accounts for the Client. Upon the Custodian's
confirmation to the Client of the opening of such additional Accounts, or of the
closing of Accounts, Appendix 2 shall be deemed automatically amended or
supplemented accordingly. The Custodian shall record in the Accounts and shall
have general responsibility for the safekeeping of all securities
("Securities"), cash, cash equivalents and other property (all such Securities,
cash, cash equivalents and other property being collectively the "Property")
that are delivered to the Custodian for custody.
(d) The procedures the Custodian and the Client will use in
performing activities in connection with this Agreement are set forth in a
client services guide provided to the Client by the Custodian, as such guide may
be amended from time to time by the Custodian by written notice to the Client
(the "Client Services Guide"), provided that such Client Services Guide shall
not in any way serve to diminish the Custodian's standard of care provided for
herein.
2. Subcustodians. Pursuant to Authorized Instructions (as
defined hereafter), the Property may be held in custody and deposit accounts
that have been established by the Custodian with one or more domestic or foreign
banks or other institutions as listed on Exhibit A1 (the "Subcustodians"), as
such Exhibit may be amended from time to time by the Custodian by written notice
to the Client, or through the facilities of one or more securities depositories
or clearing agencies listed on Schedule A2, as such Exhibit may be amended from
time to time by written notice to the Client, or as otherwise instructed
pursuant to Authorized Instructions. Each
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of the entities listed on Schedule A1 are "Eligible Foreign Custodians" (as such
term is defined in Rule 17f-5(c)(2) (or any successor provision) of the
Investment Company Act of 1940 (the "1940 Act")), except as otherwise noted on
Schedule A1. Each of the entities listed on Schedule A2 are also "Eligible
Foreign Custodians" or "Securities Depositories" as such term is defined in Rule
17f-4(a) and (b) of the 1940 Act, or have been so qualified by exemptive order,
rule or other appropriate action of the SEC, except as otherwise noted on
Schedule A2; provided, however, that although the Custodian is of the opinion
that each of the securities depositories used by it does operate either a
central system for handling securities in their respective countries or a
transnational system for the central handling of securities or equivalent
book-entries, the determination that a securities depository operates a central
system absent any official proclamation by the SEC is a factual one and the
Custodian shall not be liable for any future determination by the SEC that any
such securities depository does not in fact operate such a central system. The
Custodian shall hold Property through a Subcustodian, securities depository or
clearing agency only if (a) such Subcustodian and any securities depository or
clearing agency in which such Subcustodian or the Custodian holds Property, or
any of their creditors, may not assert any right, charge, security interest,
lien, encumbrance or other claim of any kind to the Property except a claim of
payment for its safe custody or administration and (b) beneficial ownership of
such Property may be freely transferred without the payment of money or value
other than for safe custody or administration. The Custodian may hold Property
at a domestic "Securities Depository" referenced above, only if such Property is
maintained by the Custodian in accounts identified as belonging to the Custodian
for the benefit of its clients. Any Subcustodian may hold Property in a
securities depository and may utilize a clearing agency. Unless Authorized
Instructions specifically require another location, Securities will be held in
the country or other jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented for payment or
where such Securities are acquired.
3. Records. With respect to Property held by a Subcustodian:
(a) The Custodian may hold Property for all of its customers
with a Subcustodian in a single account identified as belonging to the
Custodian for the benefit of its customers;
(b) The Custodian shall identify on its books as belonging to
the Client for the benefit of a particular Account any Property held by
a Subcustodian for the Custodian's account;
(c) The Custodian shall require that Property held by the
Subcustodian for the Custodian's account be identified on the
Subcustodian's books as separate from any other property held by the
Subcustodian other than property of the Custodian's customers held
solely for the benefit of customers of the Custodian;
(d) In the event the Subcustodian holds Property in a
securities depository or clearing agency, such Subcustodian shall be
required by its agreement with the Custodian to identify on its books
such Property as being held for the account of the Custodian as
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custodian for its customers or in such other manner as is required by
local law or market practice; and
(e) Property held by a Subcustodian will be subject only to
the instructions of the Custodian; any Property held in a securities
depository or clearing agency for the account of a Subcustodian shall
be subject only to the instructions of such Subcustodian.
4. Access to Records. The Custodian shall allow the Client's
accountants and authorized employees and accountants of the Client's clients
reasonable access to the Custodian's records relating to the Property held by
the Custodian as such accountants or employees may reasonably require in
connection with their examination of the Client's or such clients' affairs. The
Custodian shall also obtain from any Subcustodian (and shall require each
Subcustodian to use reasonable efforts to obtain from any securities depository
or clearing agency in which it deposits Property) an undertaking, to the extent
consistent with local practice and the laws of the jurisdiction or jurisdictions
to which such Subcustodian, securities depository or clearing agency is subject,
to permit independent public accountants such reasonable access to the records
of such Subcustodian, securities depository or clearing agency as may be
reasonably required in connection with the examination of the Client's or its
clients' affairs or to take such other action as the Custodian in its judgment
may deem sufficient to ensure such reasonable access.
5. Reports. The Custodian shall provide such reports and other
information to the Client and to such persons as the Client directs as the
Custodian and the Client may agree from time to time, provided that in every
event the Custodian shall provide such information reasonably requested by the
Client regarding Rule 17f-5 under the 1940 Act (or any successor provision)
(excluding information concerning the likelihood of expropriation,
nationalization, freezes or confiscation of assets in any country in which
Property is held), and shall update that information in the event of any
material change thereto annually or otherwise in accordance with the standard of
care set forth in Section 15(a) of this Agreement and provided the Custodian
will comply with any reasonable request of the Client for records or
information.
6. Payment of Monies. The Custodian shall make, or cause any
Subcustodian to make, payments from monies being held in the Accounts only in
accordance with Authorized Instructions or as provided in Sections 9, 13 (with
respect only to the extension and not the repayment of credit) and 17.
The Custodian may act as the Client's agent or act as a
principal in foreign exchange transactions at such rates as are agreed from time
to time between the Client and the Custodian.
7. Transfer of Securities. The Custodian shall make, or cause
any Subcustodian to make, transfers, exchanges or deliveries of Securities only
in accordance with Authorized Instructions or as provided in Sections 9 and 17.
8. Corporate Action. (a) The Custodian shall notify the Client
of details of all corporate actions affecting the Securities promptly upon its
receipt of such information.
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(b) The Custodian shall take, or cause any Subcustodian to
take, such corporate action only in accordance with Authorized Instructions or
as provided in this Section 8 or Section 9.
(c) In the event the Client does not provide timely Authorized
Instructions to the Custodian, the Custodian shall act in accordance with the
default option provided by local market practice and/or the issuer of the
Securities.
(d) Fractional shares resulting from corporate action activity
shall be treated in accordance with local market practices.
9. General Authority. In the absence of Authorized
Instructions to the contrary, the Custodian may, and may authorize any
Subcustodian to:
(a) make payments to itself or others for expenses of handling
Property or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to
the Client;
(b) receive and collect all income and principal with respect
to Securities and to credit cash receipts to the Accounts;
(c) exchange Securities when the exchange is purely
ministerial (including, without limitation, the exchange of interim
receipts or temporary securities for securities in definitive form and
the exchange of warrants, or other documents of entitlement to
securities, for the securities themselves);
(d) surrender Securities at maturity or when called for
redemption upon receiving payment therefor;
(e) execute in the Client's name or such other name as the
Client shall instruct the Custodian such ownership and other
certificates as may be required to obtain the payment of income from
Securities;
(f) pay or cause to be paid, from the Accounts, any and all
taxes and levies in the nature of taxes imposed on Property by any
governmental authority in connection with custody of and transactions
in such Property;
(g) endorse for collection, in the name of the Client, checks,
drafts and other negotiable instruments;
(h) take non-discretionary action on mandatory corporate
actions; and
(i) in general, attend to all nondiscretionary details in
connection with the custody, sale, purchase, transfer and other
dealings with the Property.
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10. Authorized Instructions; Authorized Persons. (a) Except as
otherwise provided in Sections 6 through 9, 13 (with respect only to the
extension and not the repayment of credit) and 17, all payments of monies, all
transfers, exchanges or deliveries of Property and all responses to corporate
actions shall be made or taken only upon receipt by the Custodian of Authorized
Instructions; provided that such Authorized Instructions are timely received by
the Custodian. "Authorized Instructions" of the Client means instructions from
an Authorized Person received by telecopy, tested telex, electronic link or
other electronic means or by such other means as may be agreed in writing
between the Client and the Custodian.
(b) "Authorized Person" means each of the persons or entities
identified on Appendix 3 as amended from time to time by written notice from the
Client to the Custodian. The Client represents and warrants to the Custodian
that each Authorized Person listed in Appendix 3, as amended from time to time,
is authorized to issue Authorized Instructions on behalf of the Client. Prior to
the delivery of the Property to the Custodian, the Custodian shall provide a
list of designated system user ID numbers and passwords that the Client shall be
responsible for assigning to Authorized Persons. The Custodian shall assume that
an electronic transmission received and identified by a system user ID number
and password was sent by an Authorized Person. The Custodian agrees to provide
additional designated system user ID numbers and passwords as needed and
requested by the Client. Upon the issuance of additional system user ID numbers
by the Custodian to the Client, Appendix 3 shall be deemed automatically amended
accordingly. The Client authorizes the Custodian to receive, act and rely upon
any Authorized Instructions received by the Custodian which the Custodian
reasonably believes have been issued, or purport to have been issued, by an
Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise
amend any Authorized Instruction received by the Custodian, but the Client
agrees to indemnify the Custodian for any liability, loss or expense incurred by
the Custodian (including any indemnity the Custodian has paid to a Subcustodian)
as a result of the Custodian or said Subcustodian having relied upon or acted on
any prior Authorized Instruction, provided the Custodian and Subcustodian have
acted in good faith and without negligence and provided that the Client in no
event shall have any responsibility for any indirect, special or consequential
damages. An amendment or cancellation of an Authorized Instruction to deliver or
receive any security or funds in connection with a trade will not be processed
once the trade has settled.
11. Registration of Securities. (a) In the absence of
Authorized Instructions to the contrary, Securities which must be held in
registered form shall be registered in the name of the Custodian or the
Custodian's nominee or, in the case of Securities in the custody of an entity
other than the Custodian, in the name of the Custodian, its Subcustodian or any
such entity's nominee. The Custodian may, without notice to the Client, cause
any Securities to be registered or re-registered in the name of the particular
Account.
(b) Where the Custodian has been instructed by the Client to
hold any Securities in the name of any person or entity other than the
Custodian, its Subcustodian or any such entity's
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nominee, the Custodian shall not be responsible for any failure to collect such
dividends or other income or participate in any such corporate action with
respect to such Securities.
12. Deposit Accounts. All cash received by the Custodian for
the Accounts shall be held by the Custodian as a short-term credit balance in
favor of the Client on behalf of a particular Account and, if the Custodian and
the Client have agreed in writing in advance that such credit balances shall
bear interest, the Client on behalf of the particular Account shall earn
interest at the rates and times as agreed between the Custodian and the Client.
The Client acknowledges that any such credit balances shall not be accompanied
by the benefit of any governmental insurance.
13. Short-term Credit Extensions. (a) From time to time, the
Custodian may extend short-term credit for the Client on behalf of a particular
Account which is (i) necessary in connection with payment and clearance of
securities and foreign exchange transactions or (ii) pursuant to an agreed
schedule, as and if set forth in the Client Services Guide, of credits for
dividends and interest payments on Securities. All such extensions of credit
shall be repayable by the Client on demand.
(b) The Custodian shall be entitled to charge the Client
interest for any such credit extension at rates to be agreed upon from time to
time. In addition to any other remedies available, the Custodian shall be
entitled to a right of set-off against the Property to satisfy the repayment of
such credit extensions and the payment of, or reimbursement for, accrued
interest thereon.
14. Representations and Warranties. (a) The Client represents
and warrants that (i) the execution, delivery and performance of this Agreement
(including, without limitation, the ability to obtain the short-term extensions
of credit in accordance with Section 13) are within the Client's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the Client and of the beneficial owner of the Property, if other
than the Client or its clients, and (ii) this Agreement and each extension of
short-term credit extended to or arranged for the benefit of the Client in
accordance with Section 13 shall at all times constitute a legal, valid and
binding obligation of the Client enforceable against the Client in accordance
with their respective terms, except as may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors' rights in general
and subject to the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
(b) The Custodian represents and warrants that (i) the
execution, delivery and performance of this Agreement are within the Custodian's
power and authority and have been duly authorized by all requisite action
(corporate or otherwise) of the Custodian and (ii) this Agreement constitutes
the legal, valid and binding obligation of the Custodian enforceable against the
Custodian in accordance with its terms, except as may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights
in general and subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
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15. Standard of Care; Indemnification. (a) The Custodian shall
be responsible for the performance of only such duties as are set forth in this
Agreement or contained in Authorized Instructions given to the Custodian which
are not contrary to the provisions of any relevant law or regulation. The
Custodian shall be liable to the Client and shall indemnify and hold the Client
harmless for any loss, liability or expense (including attorneys' fees and
disbursements) incurred by the Client in connection with this Agreement to the
extent that any such loss, liability or expense results from the negligence or
willful misconduct of the Custodian or any Subcustodian; provided, however that
the action or inaction giving rise to such indemnity was undertaken in good
faith and without negligence by the Client, and further provided that neither
the Custodian nor any Subcustodian shall be liable to the Client for any
indirect, special or consequential damages.
(b) The Client acknowledges that the Property may be
physically held outside the United States. The Custodian shall not be liable for
any loss, liability or expense resulting from events beyond the reasonable
control of the Custodian, including, but not limited to, force majeure.
(c) In addition, the Client shall indemnify the Custodian and
its nominees (as a holder of record of securities) (including any indemnity the
Custodian has paid to a Subcustodian) for, and hold each of the Custodian and
such nominees harmless from, any liability, loss or expense (including
attorneys' fees and disbursements) incurred in connection with this Agreement,
including without limitation, (i) as a result of the Custodian having acted or
relied upon any Authorized Instructions or (ii) arising out of any such person
acting as a nominee or holder of record of Securities; provided, however, that
the action or inaction giving rise to such indemnity was undertaken in good
faith and without negligence, and provided that the Client shall in no event
have any responsibility for any indirect, special or consequential damages.
16. Fees; Liens. (a) The Client shall pay to the Custodian
from time to time such compensation for its services pursuant to this Agreement
as may be mutually agreed upon as well as the Custodian's out-of-pocket and
incidental expenses. The Client shall indemnify and hold the Custodian harmless
from any liability or loss resulting from any claims against the Custodian for
taxes or other governmental charges, and any expenses related thereto, which may
be imposed or assessed with respect to the Accounts or any Property held
therein, provided that the Custodian has acted in good faith and without
negligence and provided that the Client shall in no event have any
responsibility for any indirect, special or consequential damages. The Custodian
is, and any Subcustodians are, authorized to charge the Accounts for such items.
(b) The Custodian shall have a lien, charge and security
interest on any and all Property for any amount owing to the Custodian from time
to time under this Agreement to the extent provided in Section 2(a).
17. Termination. This Agreement may be terminated by the
Client or the Custodian by 60 days written notice to the other, sent by
registered mail. If notice of termination is given, the Client shall, within 30
days following the giving of such notice, deliver to the
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Custodian a statement in writing specifying the successor custodian or other
person to whom the Custodian shall transfer the Property. Upon termination, the
Custodian, subject to the satisfaction of any lien it may have (to the extent
provided for in Section 2(a)), shall transfer the Property to the person so
specified. If the Custodian does not receive such statement prior to termination
the Custodian, at its election, may transfer the Property to a bank or trust
company established under the laws of the United States or any state thereof to
be held and disposed of pursuant to the provisions of this Agreement or may
continue to hold the Property until such a statement is delivered to the
Custodian. In such event the Custodian shall be entitled to fair compensation
for its services during such period as the Custodian remains in possession of
any Property and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect; provided,
however, that the Custodian shall have no obligation to settle any transactions
in Securities for the Accounts. The provisions of Sections 15 and 16 shall
survive termination of this Agreement.
18. Investment Advice. The Custodian shall not supervise,
recommend or advise the Client relative to the investment, purchase, sale,
retention or other disposition of any Property held under this Agreement.
19. Confidentiality. (a) The Custodian, its agents and
employees shall maintain the confidentiality of information concerning the
Property held in the Client's account, including in dealings with affiliates of
the Custodian. In the event the Custodian or any Subcustodian is requested or
required to disclose any confidential information concerning the Property, the
Custodian shall, to the extent practicable and legally permissible, promptly
notify the Client of such request or requirement so that the Client may seek a
protective order or waive any objection to the Custodian's or such
Subcustodian's compliance with this Section 19. In the absence of such a waiver,
if the Custodian or such Subcustodian is compelled, in the opinion of its
counsel, to disclose any confidential information, the Custodian or such
Subcustodian may disclose such information to such persons as, in the opinion of
counsel, is so required.
(b) The Client shall maintain the confidentiality of, and not
provide to any third parties absent the written permission of the Custodian, any
computer software, hardware or communications facilities made available to the
Client or its agents by the Custodian, unless the Client is compelled in the
opinion of its counsel, to disclose such information or material, in which case
the Client may disclose the same to such persons as, in the opinion of counsel,
is so required.
20. Notices. Any notice or other communication from the Client
to the Custodian, unless otherwise provided by this Agreement or the Client
Services Guide, shall be sent by certified or registered mail to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention:
President, and any notice from the Custodian to the Client is to be mailed
postage prepaid, addressed to the Client at the address appearing below, or as
it may hereafter be changed on the Custodian's records in accordance with
written notice from the Client.
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21. Assignment. This contract may not be assigned by either
party without the prior written approval of the other.
22. Miscellaneous. (a) This Agreement shall bind the
successors and assigns of the Client and the Custodian.
(b) This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to its
conflicts of law rules and to the extent not preempted by federal law. The
Custodian and the Client hereby irrevocably submit to the exclusive jurisdiction
of any New York State court or any United States District Court located in the
State of New York in any action or proceeding arising out of this Agreement and
hereby irrevocably waive any objection to the venue of any such action or
proceeding brought in any such court or any defense of an inconvenient forum.
(c) The rights, obligations and liabilities relating to a
particular Account relate solely to that Account, and shall not be deemed to
relate nor shall they be treated as relating to any other Account.
In witness whereof, the parties hereto have set their hands as
of the date first above written.
PNC BANK, N.A.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
Title: Vice President
Address for record: PCN Bank, N.A.
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
Accepted:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY
By /s/ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Authorized Signature
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APPENDIX 1
Account Documentation
REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES
(INCLUDING TAX RECLAIMS):
CUSTODY AGREEMENT
CLIENT SERVICES GUIDE (INCLUDING APPENDICES)
FEE SCHEDULE / BILLING GUIDE
GENERAL ACCOUNT INFORMATION
US TAX AUTHORITY DOCUMENTATION
LOCAL TAX OFFICE LETTER / APPLICATION LETTER
(NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FORM 6166 / REQUEST FOR FOREIGN CERTIFICATION FORM
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL
RESIDENCY, TAX STATUS AND TAX IDS
TAX RECLAIM POWER OF ATTORNEY
PREVIOUS TAX RECLAIM FILING INFORMATION
(PREVIOUS FILERS, ONLY)
UK TAX AUTHORITY DOCUMENTATION
SOPHISTICATED INVESTOR (ACCREDITED INVESTOR) LETTER
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
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DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS
TAX-EXEMPT BY ITS LOCAL TAX AUTHORITY:
UK FORM 4338
(EXEMPT NON-UNITED KINGDOM-RESIDENT BENEFICIAL OWNERS, ONLY)
UK FORM 309A
(EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FOREIGN EXEMPTION LETTERS / APPLICATION FOR AUSTRALIAN EXEMPTION LETTER
(EXEMPT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL USE THE PROXY VOTING SERVICE:
VOTING POWER OF ATTORNEY
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN SECURITIES:
JGB INDEMNIFICATION LETTER
KOREAN SECURITIES POWER OF ATTORNEY
NEW ZEALAND 'APPROVED ISSUER LEVY' LETTER
SPANISH POWER OF ATTORNEY WITH APOSTILE
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APPENDIX 2
Client Accounts
Account Name Account Number Account Mnemonic
------------ -------------- ----------------
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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APPENDIX 3
Part I - Authorized Signatures
The Custodian is directed to accept and act upon Authorized Instructions
received from any of the following persons or entities:
Telephone/ Authorized
Name Organization Title Fax Signature
---- ------------ ----- ---------- ---------
Authorized by:
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Part II - System User ID numbers
The Custodian is directed to accept and act upon Authorized Instructions
transmitted electronically and identified with the following mnemonics and
system user ID numbers for the following activities:
Work Station Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
--------- -------- ------- -- --- -- -- -- -- --
Workstation Session Codes
TE Trade Entry
TCC Trade Cancel/Correct
SL Securities Lending
FE Foreign Exchange
CM Cash Movement
MA Mass Authorization
TD Time Deposit
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SUBCUSTODIANS
Country Sub-Custodian
Argentina Citibank N.A.
Australia Westpac Banking Corporation
Austria Creditanstalt-Bankvarein
Bangladesh Standard Chartered Bank
Belgium Bank Brussels ▇▇▇▇▇▇▇ ▇.▇.
Botswana Barclays Bank of Botswana Ltd.
Brazil Banco de Boston
Canada The Toronto-Dominion Bank
Chile Citibank N.A.
China Hongkong and Shanghai Banking Corporation
Colombia Cititrust ▇.▇.
▇▇▇▇ d'Ivoire Societe Generale
Cyprus Barclays Bank PLC
Czech Republic ING Bank N.V.
Denmark Den Danske Bank
Ecuador Citibank N.A.
Egypt Citibank N.A.
Finland ▇▇▇▇▇▇ Bank
France Banque Indosuez
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Ltd.
Greece Citibank N.A.
Hong Kong Hongkong and Shanghai Banking Corporation
Hungary Citibank Budapest Rt.
India Standard Chartered Bank
India Hongkong and Shanghai Banking Corporation
India State Bank of India/Stock Holding Corporation
of India Limited
India MSTC Mumbai Branch
Indonesia Hongkong and Shanghai Banking Corporation
Ireland Allied Irish Banks pic
Israel Bank Leumi
Italy Citibank, N.A. Milan Branch
Japan The Bank of Tokyo-Mitsubishi Limited
Japan ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japan Limited*
Jordan Arab Bank plc
Kenya Barclays Bank of Kenya Ltd.
Luxembourg Bank Brussels ▇▇▇▇▇▇▇ ▇.▇.
Malaysia OCBC Bank (Malaysia) Berhad
Mauritius Hongkong and Shanghai Banking Corporation
Mexico Citibank Mexico S.A.
Morocco Banque Commerciale du Maroc
Netherlands ABN AMRO Bank N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
*Not an eligible foreign custodian under Rule 17f-5
2/27/97
16
SUBCUSTODIANS
Country Sub-Custodian
Norway Den Norske Bank
Pakistan Standard Chartered Bank
Papua New Guinea Westpac Banking Corporation
Peru Citibank N.A.
Philippines Hongkong and Shanghai Banking Corporation
Poland Citibank Poland S.A.
Portugal Banco Comercial Portugues
Russia Credit Suisse (Moscow) Ltd.
Singapore Oversea-Chinese Banking Corporation Limited
Slovakia ING Bank N.V.
South Africa First National Bank of Southern Africa, Ltd.
South Korea Standard Chartered Bank
Spain Banco Santander
Sri Lanka Hongkong and Shanghai Banking Corporation
Swaziland Barclays Bank of Swaziland Ltd.
Sweden Svenska Handelsbanken
Switzerland Bank Leu Limited
Taiwan Hongkong and Shanghai Banking Corporation
Thailand Standard Chartered Bank
Tunisia Banque Internationale Arabe de Tunisie*
Turkey Citibank N.A.
UK Barclays Bank PLC
USA Chase Manhattan Bank
Uruguay Citibank N.A.
Venezuela Citibank N.A.
Zambia Barclays Bank of Zambia Ltd.
Zimbabwe Barclays Bank of Zimbabwe Ltd.
*Not an eligible foreign custodian under Rule 17f-5
2/27/97
17
DEPOSITORIES
Country Central Depository
Argentina Caja de Valores
Australia CHESS Clearing House Electronic
Subregister System
Austria OKB Osterreiche Kontrollbank
Bangladesh None
Belgium CIK Caisse Interprofessionelle de Depots
et de Virements de Titres
Botswana None
Brazil BOVESPA Bolsa de Valores de Sao Paulo
BVRJ Bolsa de Valores de Rio de Janerio
CETIP-fixed income Central de Custodia e Liquidacao
Financeira de Titulos
SELIC-fixed income Sistema Especial de Liquidacao e Custodia
Canada CDS The Canadian Depository for Securities
Chile Depositorio Central
de Valores
China SSCCRC Shanghai Securities Central Clearing and
Registration Corporation
SSCC Shenzhen Securities Central Clearing
Company Ltd.
Colombia DCV-central bank
securities Deposito Central de Valores
DECEVAL-fixed
income securities
Cote d'Ivoire None
Cyprus None
Czech
Republic SCP Stredisko cennych papiru
(Center for Securities)
Denmark VP Vaerdipapircentralen
Ecuador None
Egypt None
Finland None
France SICOVAM Societe Interprofessionelle pour la
Compensation des Valeurs Mobilieres
Germany DKV Deutsche Kassenverein AG
Ghana None
Greece Apothetirio
Titlon A.E.
Hong Kong CCASS Central Clearing and Settlement System
Hungary KELER Kozponti Elszamdohas es Ertktar
(Budapest) Rt.
India National Securities
Depository Limited National Securities Depository Limited
Indonesia KDEI (not yet active) Kustodian Depositari Efek Indonesia
Ireland CGO-gilts only Central Gilts Office
▇▇▇▇▇▇ ▇▇▇▇ (For securities
listed on the Tel
Aviv Stock Exchange) Stock Exchange Clearing House
Italy Monte Titoli S.P.A.
Banco d'Italia
Japan JASDEC Japan Securities Depository Center
Jordan None
Kenya None
Luxembourg None
Malaysia MCD Malaysian Central Depository
Mauritius None
Mexico S.D. INDEVAL, S.A.
Morocco None
Netherlands NECIGEF Netherlands Central Institute for
Giral Effectenclearing
New Zealand NZCSD New Zealand Central Securities Depository
Norway VPS Verdipapirsentrajen
Pakistan CDC (not yet active) Central Depository Company Of Pakistan
Papua
New Guinea CHESS Clearing House Electronic Subregister
System
Peru Caja de Valores Caja de Valores de Lima
Philippines PCD Philippine Central Depository
Poland NDS National Depository of Securities
18
DEPOSITORIES
Country Central Depository
Portugal CENTRAL
Russia None
Singapore CDP Central Depository Plc Ltd
Slovak Republic SCP Stredisko cennych papierov Solvensky
Republiky (Center for Securities)
South Africa Central Depository Ltd.
South Korea KSD Korean Securities Depository
Spain SCLV ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ CDS Central Depository System Pvt Ltd
Swaziland None
Sweden VPS Vardipapperscentralen
Switzerland SEGA Schweizerische Effekten Giro AG
Taiwan TECD Taiwan Securities Central Depository
Thailand SDC or TSD Thailand Securities Depository Co. Ltd.
Tunisia
Turkey None
United Kingdom CGO-gilts only Central Gilts Office
United States DTC Depository Trust Company
Uruguay None
Venezuela None
Zambia Lusaka Stock Exchange
Depository
Zimbabwe None
2/27/97