CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the ___ day of February, 2004 by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("State
Street"), and FIXED INCOME SHARES, a Massachusetts trust having its principal
office and place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
("Fund")
WHEREAS, Fund is a Massachusetts trust that is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company; and
WHEREAS, Fund and State Street have entered into a separate Custody and
Investment Accounting Agreement dated February __, 2004, relating to Series C,
Series M, and Series R, series of the Fund (and such other series of the Fund
that State Street and the Fund desire to be covered by such agreement); and
WHEREAS, Fund desires to appoint State Street as custodian of the
assets of Allianz Dresdner Daily Asset Fund, another series of the Fund (the
"Portfolio") and as the Fund's agent to perform certain investment accounting
and recordkeeping functions for the Portfolio pursuant to the terms and
conditions of this Agreement; and
WHEREAS, State Street is willing to accept such appointment with
respect to the Portfolio on the terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and
appoints State Street as:
A. Custodian of the investment securities, interests in loans and
other non-cash investment property, and monies at any time owned
by the Portfolio and delivered to State Street 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 31(a) of the Investment Company Act
of 1940, as amended (the "1940 Act") and to calculate the net
asset value of the Portfolio.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State
Street:
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
articles of incorporation or its trust instrument, as the case
may be, and its bylaws to enter into this Agreement; that it has
taken all requisite action necessary to appoint State Street 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,
except that such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally, and general principles of equity.
B. State Street 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 Commonwealth of
Massachusetts; 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 State Street; and that this Agreement
constitutes a legal, valid and binding obligation of State
Street, enforceable in accordance with its terms, except that
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors'
rights generally, and general principles of equity.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to State Street 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 the Portfolio
during the term hereof. State Street 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 turned over to State Street all accounts and records needed by
State Street to fully and properly perform its duties and
responsibilities hereunder. State Street may rely conclusively on
the completeness and correctness of such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of the Portfolio
segregated in a separate account. State Street 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"), State Street
will create and maintain records identifying such Assets as
belonging to the Portfolio. State Street 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
State Street remains responsible to the extent provided herein.
State Street may deposit and/or maintain Portfolio securities
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 securities depository
(as such entities are defined at 17 CFR Section 270.17f-4(c)(6))
(each a "Depository" and collectively the "Depositories") in
compliance with the conditions of Rule 17f-4 under the 1940 Act
(as may be amended from time to time). State Street shall, at a
minimum, exercise due care in accordance with reasonable
commercial standards in discharging its duties to place and
maintain Assets with a Depository. State Street 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 State Street. State Street shall be liable to the Fund for any
loss or damage resulting from the use of a Depository arising by
reason of any negligence, willful misconduct or bad faith on the
part of State Street or any of its officers, employees or agents.
State Street shall provide, promptly upon request by the Fund,
such reports as are available regarding its internal accounting
controls and financial strength.
D. Registration. State Street will at all times hold registered
Assets in the name of State Street as custodian, the 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,
State Street will hold all such Assets in an account of State
Street as custodian containing only Assets of the Portfolio, or
only assets held by State Street as a fiduciary or custodian for
customers; and provided further, State Street'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 State Street to maintain Assets in "street
name", notwithstanding anything contained herein to the contrary,
State Street 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 the Portfolio will at all times be identifiable on the
records of State Street. Fund agrees to hold State Street and its
nominee harmless for any liability as a shareholder of record of
securities held in custody.
E. Exchange. Upon receipt of Instructions, State Street will
exchange, or cause to be exchanged, Assets held for the account
of the 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, State Street 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 State Street will receive Instruction
prior to surrendering any convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On
each business day on which the Portfolio makes a purchase of
Assets other than options and
futures, Fund will deliver to State Street 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, State Street 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 State Street, or a Subcustodian, may in its sole
discretion advance funds to the Portfolio which may result in an
overdraft because the monies held on behalf of the Portfolio are
insufficient to pay the total amount payable upon such purchase.
Except as otherwise instructed by Fund, State Street will make
such payment only upon receipt of Assets: (a) by State Street;
(b) by a clearing corporation of a national exchange of which
State Street is a member; or (c) by a Depository. Notwithstanding
the foregoing, (i) State Street 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
book-entry into the account maintained with such Depository by
State Street on behalf of its customers; provided that State
Street'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) State Street 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) State
Street 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.
G. Sales and Deliveries of Investments -- Other Than Options and
Futures. On each business day on which the Portfolio makes a sale
of Assets other than options and futures, Fund will deliver to
State Street 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.
State Street 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, State Street will make such delivery upon receipt of:
(a) payment therefor in such form as is satisfactory to State
Street; (b) credit to the account of State Street with a clearing
corporation of a national securities exchange of which State
Street is a member; or (c) credit to the account maintained by
State Street on behalf of its customers with a Depository.
Notwithstanding the foregoing: (i) State Street will deliver
Assets held in physical form in accordance with "street delivery
custom" to a broker or its clearing agent; or (ii) State Street
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.
H. Purchases or Sales of Options and Futures. On each business day
on which the Portfolio makes a purchase or sale of the options
and/or futures listed below, Fund will deliver to State Street
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 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 State Street, 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.
5. 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.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus or registration statement of the Portfolio, and
subject to such additional terms and conditions as State Street
may require:
1. Upon receipt of Instructions, State Street will release or
cause to be released Assets to the designated pledgee by way of
pledge or hypothecation to secure any loan incurred by the
Portfolio; provided, however, that State Street will release
Assets only upon payment to State Street 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, State Street 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, State Street will release
Assets to the designated borrower; provided, however, that the
Assets will be released only upon deposit with State Street 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, State Street will release the
cash collateral to the borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and 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. State Street will open and maintain one or more
special purpose deposit accounts for the Portfolio in the name of
State Street in such banks or trust companies (including, without
limitation, affiliates of State Street) as may be designated by
it in writing ("Accounts"), subject only to draft or order by
State Street upon receipt of Instructions. State Street will
deposit all monies received by State Street from or for the
account of the Portfolio in an Account maintained for the
Portfolio. Subject to Section 5.K hereof, State Street agrees:
1. To make Fed Funds available to the 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. State Street will:
1. Collect, claim and receive and deposit for the account of
the 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 the Portfolio. If, for any reason, the Portfolio is
credited with income that is not subsequently collected, State
Street may reverse that credited amount. If monies are collected
after such reversal, State Street 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 State Street has actual knowledge, or should
reasonably be expected to have knowledge; and (b) the endorsement
for collection, in the name of Fund or the Portfolio, of all
checks, drafts or other negotiable instruments.
State Street, 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. State Street 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. State Street will promptly deliver or mail
or have 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
State Street, 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. State Street will pay or cause to be paid, insofar
as funds are available for the purpose, bills, statements and
other obligations of the 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 the 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. State Street will, within a
reasonable time, render to Fund a detailed statement of the
amounts received or paid and of Assets received or delivered for
the account of the Portfolio during each business day. State
Street 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. State Street will permit, and
upon Instruction will cause any Subcustodian to permit, such
persons as are authorized by the 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, State Street 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 hereof:
1. All or any of the Assets may be held in State Street's own
custody or in the custody of one or more other banks or trust
companies (including, without limitation, affiliates of State
Street) acting as Subcustodian as may be selected by State
Street. Any such Subcustodian selected by State Street must have
the qualifications required for a custodian under the ▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ will be responsible to the Portfolio for any loss,
damage or expense suffered or incurred by the Portfolio resulting
from the actions or omissions of any Subcustodians selected and
appointed by State Street (except Subcustodians appointed at the
request of Fund and as provided in Subsection 2 below) to the
same extent State Street would be responsible to Fund hereunder
if it committed the act or omission itself.
2. Upon request of Fund, State Street will contract with other
Subcustodians reasonably acceptable to State Street 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 State Street 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 State Street. Fund may review State Street's
contracts with such Subcustodians.
Q. Provisions Relating to Rule 17f-5
1. Definitions. Capitalized terms in this Agreement shall have
the following 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 any
Eligible Securities Depository 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 (as such term may be interpreted or modified
by appropriate action of the U.S. Securities and Exchange
Commission (the "SEC")).
"Eligible Securities Depository" has the meaning set forth in
section (b)(1) of Rule 17f-7 (as such term may be interpreted or
modified by appropriate action of the SEC).
"Foreign Assets" means the Portfolio's investments (including
foreign currencies) for which the primary market is outside the
United States, and any cash and cash equivalents that are
reasonably necessary to effect the Portfolio's transactions in
such investments.
"Foreign Custody Manager" has the meaning set forth in section
(a)(3) of Rule 17f-5 (as such term may be interpreted or modified
by appropriate action of the SEC).
2. Delegation to State Street as Foreign Custody Manager. The
Fund, by resolution adopted by its Board of Trustees (the
"Board"), hereby delegates to State Street, subject to Section
(b) of Rule 17f-5, the responsibilities set forth in this Section
3.Q. with respect to Foreign Assets of the Portfolio held outside
the United States, and State Street hereby accepts such
delegation as Foreign Custody Manager with respect to the
Portfolio.
3. Countries Covered. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined
below only with respect to the countries and custody arrangements
for each such country listed on Schedule A to this Agreement,
which list of countries may be amended from time to time by the
Fund with the agreement of the Foreign Custody Manager. The
Foreign Custody Manager shall list on Schedule A the Eligible
Foreign Custodians selected by the Foreign Custody Manager to
maintain the assets of the Portfolio, which list of Eligible
Foreign Custodians may be amended from time to time in the sole
discretion of the Foreign Custody Manager. The Foreign Custody
Manager will provide amended versions of Schedule A in accordance
with Section 3.Q.6 hereof.
Upon the receipt by the Foreign Custody Manager of Instructions
to open an account or to place or maintain Foreign Assets in a
country listed on Schedule A, and the fulfillment by the Fund, on
behalf of the Portfolio, of the applicable account opening
requirements for such country, the Foreign Custody Manager shall
be deemed to have been delegated by the Board on behalf of the
Portfolio responsibility as Foreign Custody Manager with respect
to that country and to have accepted such delegation. Execution
of this Agreement by the Fund shall be deemed to be an
Instruction to open an account, or to place or maintain Foreign
Assets, of the Portfolio in each country listed on Schedule A
pursuant to the terms of the Agreement. Following the receipt of
Instructions directing the Foreign Custody Manager to close the
account of the Portfolio with the Eligible Foreign Custodian
selected by the Foreign Custody Manager in a designated country,
the delegation by the Board on behalf of such Portfolio to State
Street as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and State Street shall immediately
cease to be the Foreign Custody Manager of the Portfolio with
respect to that country.
The Foreign Custody Manager may withdraw its acceptance of
delegated responsibilities with respect to a designated country
upon written notice to the Portfolio. Sixty days (or such longer
period to which the parties agree in writing) after receipt of
any such notice by the Portfolio, State Street shall have no
further responsibility in its capacity as Foreign Custody Manager
to the Portfolio with respect to the country as to which State
Street's acceptance of delegation is withdrawn.
4. Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to
the provisions of Section 3.Q., the Foreign Custody Manager may
place and maintain the Foreign Assets in the care of the Eligible
Foreign Custodian selected by the Foreign Custody Manager in each
country listed on Schedule A, as amended from time to time. In
performing its delegated responsibilities as Foreign Custody
Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine
that the Foreign Assets will be subject to reasonable care, based
on the standards applicable to custodians in the relevant market,
after considering all factors relevant to the safekeeping of such
assets, including without limitation, the factors specified in
Rule 17f-5(c)(1), as amended from time to time.
(b) Contracts With Eligible Foreign Custodians. The
Foreign Custody Manager shall determine that each arrangement
with an Eligible Foreign Custodian is governed by a written
contract and that such contract will satisfy the requirements of
Rule 17f-5(c)(2), as amended from time to time.
(c) Monitoring. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign
Custodian selected by the Foreign Custody Manager, the Foreign
Custody Manager shall have established a system to monitor (i)
the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the performance of the
contract governing the custody arrangements established by the
Foreign Custody Manager with the Eligible Foreign Custodian under
Rule 17f-5(c)(2). In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate or no longer
meet the requirements of Rule 17f-5, the Foreign Custody Manager
shall notify the Board in accordance with Section 3.Q.6 hereunder
and State Street shall, upon Instruction, assist the Portfolio in
withdrawing its assets from such Eligible Foreign Custodian as
soon as reasonably practicable.
5. Guidelines for the Exercise of Delegated Authority. For
purposes of this Section 3.Q, the Board, or at its delegation the
Portfolio's investment adviser, shall be deemed to have
considered and determined to accept such Country Risk as is
incurred by placing and maintaining the Foreign Assets in each
country for which State Street is serving as Foreign Custody
Manager of the Portfolio.
6. Reporting Requirements. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible
Foreign Custodian and the placement of such Foreign Assets with
another Eligible Foreign Custodian by providing to the Board an
amended Schedule A at the end of the calendar quarter in which an
amendment to such Schedule has occurred. The Foreign Custody
Manager shall make written quarterly reports notifying the Board
of any other material change in the foreign custody arrangements
of the Portfolio described in this Section 3.Q after the
occurrence of the material change.
7. Standard of Care as Foreign Custody Manager of a Portfolio.
In performing the responsibilities delegated to it hereunder, the
Foreign Custody Manager agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for
the safekeeping of the Portfolio's Foreign Assets would exercise.
8. Representations with Respect to Rule 17f-5. The Foreign
Custody Manager represents to the Fund that it is a U.S. Bank as
defined in section (a)(7) of Rule 17f-5 and is otherwise eligible
to serve as a Foreign Custody Manager under Rule 17f-5. The Fund
represents to State Street that the Board has determined that it
is reasonable for the Board to rely on State Street to perform
the responsibilities delegated pursuant to this Agreement to
State Street as the Foreign Custody Manager of the Portfolio.
9. Effective Date and Termination of State Street as Foreign
Custody Manager. The Board's delegation to State Street as
Foreign Custody Manager of the Portfolio shall be effective as of
the date hereof and shall remain in effect until terminated at
any time, without penalty, by written notice from the terminating
party to the non-terminating party. Termination of State Street
as Foreign Custody Manager will become effective thirty (30) days
after receipt by the non-terminating party of such notice. The
provisions of Section 3.Q.3 hereof shall govern the delegation to
and termination of State Street as Foreign Custody Manager of the
Portfolio with respect to designated countries.
10. Analysis and Monitoring State Street shall (a) provide the
Portfolio (or its duly-authorized investment manager or
investment adviser) with an analysis of the custody risks
associated with maintaining assets with the Eligible Securities
Depositories set forth on Schedule B hereto, as amended from time
to time, in accordance with section (a)(1)(i)(A) of Rule 17f-7,
as amended from time to time, and (b) monitor such risks on a
continuing basis, and promptly notify the Portfolio (or its
duly-authorized investment manager or investment adviser) of any
material change in such risks, in accordance with section
(a)(1)(i)(B) of Rule 17f-7, as amended from time to time.
11. Standard of Care Under Rule ▇▇▇-▇. ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to
exercise reasonable care, prudence and diligence in performing
the requirements and duties set forth in Section 3.Q.10.
12. Eligible Securities Depositories. State Street has made the
determination that each depository institution listed on Schedule
B hereto is an "Eligible Securities Depository" as defined in
section (b)(1) of Rule ▇▇▇-▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall promptly inform
the Fund if it becomes aware that any of the factors set forth in
section (b)(1) of Rule 17f-7 no long apply to a depository
institution listed on Schedule B hereto, as such factors may be
interpreted or modified by appropriate action of the SEC from
time to time, i.e., such depository institution no longer: (i)
acts as or operates a system for the central handling of
securities or equivalent book-entries in the country where it is
incorporated, or acts as a transnational system for the central
handling of securities or equivalent book-entries, (ii) is
regulated by a foreign financial regulatory authority as defined
under Section 2(a)(50) of the Investment Company Act, (iii) holds
assets for the custodian that participates in the system on
behalf of the Fund under safekeeping conditions no less favorable
than the conditions that apply to other participants, (iv)
maintains records that identify the assets of each participant
and segregates the system's own assets from the assets of
participants, (v) provides periodic reports to its participants
with respect to its safekeeping of assets, including notices of
transfer to or from any participant's account, or (vi) is subject
to periodic examination by regulatory authorities or independent
accountants.
R. Accounts and Records. State Street will prepare and maintain,
with the direction and as interpreted by Fund or its accountants
and/or other advisors, in complete, accurate and current form all
accounts and records: (1) required to be maintained by the Fund
with respect to portfolio transactions under Section 31(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 State
Street in writing of all applicable record retention
requirements, other than those set forth in the 1940 Act or the
regulations thereunder. State Street will preserve such accounts
and records in the manner and for the periods prescribed in the
1940 Act or the regulations thereunder 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 State Street 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. State Street acknowledges
that all of the accounts and records maintained by State Street
pursuant hereto are the property of the Fund, and will be made
available to the Fund on behalf of the Portfolio for inspection
or reproduction within a reasonable period of time, upon demand.
State Street 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 Portfolio
will reimburse State Street for all expenses and employee time
invested in any such review outside of routine and normal
periodic reviews. Upon receipt from Fund of the necessary
information or instructions, State Street will supply information
from the books and records it maintains for Portfolio that
Portfolio needs for tax returns, questionnaires, periodic reports
to shareholders and such other reports and information requests
as Fund and State Street agree upon from time to time.
T. Adoption of Procedures. State Street and Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto. State Street
and Fund may from time to time adopt such additional procedures
as they agree upon, and State Street may conclusively assume that
no procedure approved or directed by Fund or its accountants or
other advisors conflicts with or violates any requirements of the
prospectus or registration statement, articles of incorporation
and bylaws or trust instrument, any applicable law, rule or
regulation, or any order, decree or agreement by which the Fund
may be bound. Fund will be responsible for notifying State Street
of any changes in statutes, regulations, rules, requirements or
policies which may impact State Street's performance of its
responsibilities
hereunder or its related operational policies and procedures as
they relate to the Fund in a manner different from or in addition
to requirements applicable to investment companies registered
under the 1940 Act in general.
U. Calculation of Net Asset Value. Fund will give Instructions to
State Street specifying the outside pricing sources to be
utilized as sources of Asset prices ("Pricing Sources"). State
Street will calculate the Portfolio's net asset value, in
accordance with the Portfolio's prospectus or registration
statement. State Street will price the Assets, including foreign
currency holdings, of the 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 cause the Portfolio to pay on demand the
advance of cash or securities made by State Street 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 the 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 State Street and such Subcustodian a lien on and
security interest in all of Fund's Assets at any time held for
the account of the Portfolio, including without limitation all
Assets acquired with the amount advanced. Should the Portfolio
fail to promptly repay the advance, the Fund agrees that State
Street and such Subcustodian may utilize available cash and
dispose of the Portfolio's Assets pursuant to applicable law to
the extent necessary to obtain reimbursement of the amount
advanced and any related overdraft charges; provided, however,
that prior to such utilization and disposition, (i) State Street
or Subcustodian has given Fund 2 days' notice of the amount due
and of its intent to so utilize and dispose of custodied Assets;
and (ii) the Portfolio shall not have satisfied the obligation.
During such 2 day notice period, Fund shall have the option to
direct State Street or such Subcustodian by written notice
regarding which and in what priority order custodied Assets are
to be utilized and disposed of. Fund hereby agrees to waive the
provisions of subparagraphs (i) and (ii) above with respect to
State Street's pledge of the Fund's custodied assets to the Fed
in order to allow State Street to collateralize trades through
the applicable Fed Book Entry account.
W. Exercise of Rights; Tender Offers. Upon receipt of Instructions,
State Street 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 State Street; and (2) deposit securities upon invitations for
tenders thereof, provided that the consideration for such
securities is to be paid or delivered to State Street or the
tendered securities are to be returned to State Street.
X. Fund Shares.
1. Fund will deliver to State Street Instructions with respect
to the declaration and payment of any dividend or other
distribution on the shares of capital stock or beneficial
interest, as the case may be, of the Portfolio ("Fund
Shares") by the Portfolio. On the date specified in such
Instruction, State Street 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 the
Portfolio, Fund on behalf of the Portfolio or its agent will give
State Street Instructions regarding the aggregate dollar amount
to be paid for such shares. Upon receipt of such Instruction,
State Street 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. State Street 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 the Portfolio, Fund
will deposit or cause to be deposited with State Street the
amount received for such shares. State Street has no duty or
responsibility to determine that Fund Shares purchased from the
Portfolio have been added to the proper shareholder account or
that the proper number of such shares have been added to the
shareholder records.
Y. Provisions Relating to Custody of Assets Held Outside the United
States
1. Definitions. Capitalized terms in this Section 3.Y. shall
have the following meanings:
"Foreign Securities System" means an Eligible Securities
Depository listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution
serving as an Eligible Foreign Custodian hereunder.
2. Holding Securities. State Street shall identify on its books
as belonging to the Portfolio the foreign securities held of the
Portfolio placed with and maintained by each Foreign
Sub-Custodian or Foreign Securities System. State Street may hold
foreign securities for all of its customers, including the
Portfolio, with any Foreign Sub-Custodian in an account that is
identified as belonging to State Street for the benefit of its
customers, provided however, that (i) the records of State Street
with respect to foreign securities of the Portfolio which are
maintained in such account shall identify those securities as
belonging to the Portfolio and (ii), to the extent permitted by
law in the market in which the account is maintained, State
Street shall require that securities so held by the Foreign
Sub-Custodian be held separately from any assets of such Foreign
Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
3. Foreign Securities Systems. Foreign securities shall be
maintained in a Foreign Securities System in a designated country
through arrangements
implemented by State Street or a Foreign Sub-Custodian, as
applicable, in such country.
4. Transactions in Foreign Custody Account.
4.1. Delivery of Foreign Assets. State Street or a Foreign
Sub-Custodian shall release and deliver foreign securities
of the Portfolio held by State Street or such Foreign
Sub-Custodian, or in a Foreign Securities System account,
only upon receipt of Instructions, which may be continuing
instructions when deemed appropriate by the parties, and
only in the following cases:
(i) upon the sale of such foreign securities for the
Portfolio in accordance with commercially reasonable market
practice in the country where such foreign securities are
held or traded, including, without limitation: (A) delivery
against expectation of receiving later payment; or (B) in
the case of a sale effected through a Foreign Securities
System, in accordance with the rules governing the operation
of the Foreign Securities System;
(ii) in connection with any repurchase agreement related
to foreign securities;
(iii) to the depository agent in connection with tender or
other similar offers for foreign securities of the
Portfolio;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer
into the name of State Street (or the name of the respective
Foreign Sub-Custodian or of any nominee of State Street or
such Foreign Sub-Custodian) or for exchange for a different
number of bonds, certificates or other evidence representing
the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents
for examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior
to receiving payment for such securities except as may arise
from the Foreign Sub-Custodian's own negligence, bad faith
or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any
borrowing by the Portfolio requiring a pledge of assets by
the Portfolio;
(x) in connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(xi) in connection with the lending of foreign securities;
and
(xii) for any other purpose, but only upon receipt of
Instructions specifying the foreign securities to be
delivered and naming the person or persons to whom delivery
of such securities shall be made.
4.2. Payment of Portfolio Monies. Upon receipt of
Instructions, which may be continuing instructions when
deemed appropriate by the parties, State Street shall pay
out, or direct the respective Foreign Sub-Custodian or the
respective Foreign Securities System to pay out, monies of
the Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the
Portfolio, unless otherwise directed by Instructions, by (A)
delivering money to the seller thereof or to a dealer
therefor (or an agent for such seller or dealer) against
expectation of receiving later delivery of such foreign
securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the
rules governing the operation of such Foreign Securities
System;
(ii) in connection with the conversion, exchange or
surrender of foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the
Portfolio, including but not limited to the following
payments: interest, taxes, investment advisory fees,
transfer agency fees, fees under this Agreement, legal fees,
accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or
foreign exchange contracts for the Portfolio, including
transactions executed with or through State Street or its
Foreign Sub-Custodians;
(v) in connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(vi) for payment of part or all of the dividends received
in respect of securities sold short;
(vii) in connection with the borrowing or lending of
foreign securities; and
(viii) for any other purpose, but only upon receipt of
Instructions specifying the amount of such payment and
naming the person or persons to whom such payment is to be
made.
4.3. Market Conditions. Notwithstanding any provision of
this Agreement to the contrary, settlement and payment for
Foreign Assets received for the account of the Portfolio and
delivery of Foreign Assets maintained for the account of the
Portfolio may be effected in accordance with the customary
established securities trading or processing practices and
procedures in the country or market in which the transaction
occurs, including, without limitation, delivering Foreign
Assets to the purchaser thereof or to a dealer therefor (or
an agent for such purchaser or dealer) with the expectation
of receiving later payment for such Foreign Assets from such
purchaser or dealer.
State Street shall provide to the Board the information
described on Schedule C hereto with respect to custody and
settlement practices in countries in which State Street
employs a Foreign Sub-Custodian or uses a Foreign Securities
System at the time or times set forth on such Schedule.
State Street may revise Schedule C from time to time,
provided that no such revision shall result in the Board
being provided with substantively less information than had
been previously provided hereunder.
5. Registration of Foreign Securities. A Portfolio's foreign
securities maintained in the custody of a Foreign Sub-Custodian
(other than bearer securities) shall be registered in the name of
the Portfolio or in the name of State Street or in the name of
any Foreign Sub-Custodian or in the name of any nominee of the
foregoing (provided, however, that such registration indicates
such foreign securities as having been held for the benefit of
customers and not, in any event, for the benefit of State Street
or a Foreign Sub-Custodian or any nominee thereof), and the Fund
on behalf of the Portfolio agrees to hold any such nominee
harmless from any liability as a holder of record of such foreign
securities. State Street or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of the Portfolio under
the terms of this Agreement unless the form of such securities
and the manner in which they are delivered are in accordance with
reasonable market practice.
6. Bank Accounts. State Street shall identify on its books as
belonging to a Portfolio cash (including cash denominated in
foreign currencies) deposited with State Street. Where State
Street is unable to maintain, or market practice does not
facilitate the maintenance of, cash on the books of State Street,
a bank account or bank accounts shall be opened and maintained
outside the United States on behalf of the Portfolio with a
Foreign Sub-Custodian. All accounts referred to in this Section
shall be subject only to draft or order by State Street (or, if
applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for
the account of the Portfolio. Cash
maintained on the books of State Street (including its branches,
subsidiaries and affiliates), regardless of currency
denomination, is maintained in bank accounts established under,
and subject to the laws of, The Commonwealth of Massachusetts.
7. Collection of Income. State Street shall use reasonable
commercial efforts to collect all income and other payments with
respect to the Foreign Assets held hereunder to which the
Portfolio shall be entitled and shall credit such income, as
collected, to the Portfolio. In the event that extraordinary
measures are required to collect such income, the Fund and State
Street shall consult as to such measures and as to the
compensation and expenses of State Street relating to such
measures.
8. Shareholder Rights. With respect to the foreign securities
held pursuant to this Agreement, State Street will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder rights, subject always to the laws, regulations and
practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local
conditions, including lack of regulation, onerous procedural
obligations, lack of notice and other factors may have the effect
of severely limiting the ability of the Fund to exercise
shareholder rights.
9. Communications Relating to Foreign Securities. State Street
shall transmit promptly to the Fund written information with
respect to materials received by State Street via the Foreign
Sub-Custodians from issuers of the foreign securities being held
for the account of the Portfolio (including, without limitation,
pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to
tender or exchange offers, State Street shall transmit promptly
to the Fund written information with respect to materials so
received by State Street from issuers of the foreign securities
whose tender or exchange is sought or from the party (or its
agents) making the tender or exchange offer. Absent State
Street's negligence, misfeasance or misconduct, State Street
shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign
securities or other property of the Portfolio at any time held by
it unless (i) State Street or the respective Foreign
Sub-Custodian is in actual possession of such foreign securities
or property and (ii) State Street receives Instructions with
regard to the exercise of any such right or power, and both (i)
and (ii) occur at least three business days prior to the date on
which State Street is to take action to exercise such right or
power.
10. Liability of Foreign Sub-Custodians. Each agreement pursuant
to which State Street employs a Foreign Sub-Custodian shall, to
the extent possible, require the Foreign Sub-Custodian to
exercise reasonable care in the performance of its duties, and to
indemnify, and hold harmless, State Street, and the Fund and the
Portfolio from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the
Foreign Sub-Custodian's performance of such obligations. At the
Fund's election, the Portfolio shall be entitled to be subrogated
to the rights of State Street with respect to any claims against
a Foreign Sub-Custodian as a consequence of any such loss,
damage, cost, expense,
liability or claim if and to the extent that the Fund and the
Portfolio have not been made whole for any such loss, damage,
cost, expense, liability or claim.
11. Tax Law. State Street shall have no responsibility or
liability for any obligations now or hereafter imposed on the
Fund, the Portfolio or State Street as custodian of the Portfolio
by the tax law of the United States or of any state or political
subdivision thereof unless and to the extent that such liability
or obligation arises due to State Street's negligence,
misfeasance or misconduct. It shall be the responsibility of the
Fund to notify State Street of the obligations imposed on the
Fund with respect to its Portfolio or State Street as custodian
of the Portfolio by the tax law of countries other than those
mentioned in the above sentence, including responsibility for
withholding and other taxes, assessments or other governmental
charges, certifications and governmental reporting. The sole
responsibility of State Street with regard to such tax law shall
be to use reasonable efforts to assist the Fund with respect to
any claim for exemption or refund under the tax law of countries
for which the Fund has provided such information.
12. Liability of Custodian. Except as may arise from State
Street's own negligence, misfeasance or willful misconduct or the
negligence, misfeasance or willful misconduct of a Foreign
Sub-Custodian, State Street shall be without liability to the
Fund for any loss, liability, claim or expense to the extent that
such loss, liability, claim or expense results directly from or
is caused directly by Country Risk. State Street shall be liable
for the acts or omissions of a Foreign Sub-Custodian to the same
extent as set forth with respect to sub-custodians generally in
this Agreement and, regardless of whether assets are maintained
in the custody of a Foreign Sub-Custodian or a Foreign Securities
System, State Street shall not be liable for any loss, damage,
cost, expense, liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or
terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written (including
telecopied, telexed, or electronically transmitted) or oral
instructions which State Street reasonably believes were given by
a designated representative of Fund. Fund will deliver to State
Street, prior to delivery of any Assets to State Street 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 State
Street as conclusive evidence of the authority of any designated
representative to act for the Fund and may be considered to be in
full force and effect until receipt by State Street 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, State Street 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 State Street any such Instructions naming designated
representatives, any Instructions received by State Street from a
person reasonably believed to be an
appropriate representative of Fund will constitute valid and
proper Instructions hereunder. "Designated representatives" may
include the Fund's or the 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 State Street written
confirmation of such oral Instruction. At State Street's sole
discretion, State Street 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 State Street'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 State Street
Instructions with respect to any matter concerning this Agreement
requested by State Street. If State Street reasonably believes
that it could not prudently act according to the Instructions, or
the instruction or advice of Fund's or the 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 STATE STREET.
A. State Street shall at all times use reasonable care and due
diligence and act in good faith in performing its duties under
this Agreement. Fund is not responsible or liable for, and State
Street will indemnify and hold Fund 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 Fund or for which Fund may be held to be liable,
arising out of or attributable to State Street's failure to
comply with the terms of this Agreement or arising out of State
Street's (or its agents' or delegees') negligence, willful
misconduct, or bad faith.
B. State Street is not responsible or liable for, and Fund will
indemnify and hold State Street 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 State Street or for which State Street may be held to
be liable, arising out of or attributable to:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇'▇ action or omission to act pursuant hereto;
provided that State Street has acted or failed to act in good
faith and with due diligence and reasonable care; and provided
further, that neither party is liable to the other for
consequential, special, or punitive damages in any event.
2. State Street'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 State Street to take any such
action or expend its own monies in its sole discretion.
3. State Street's action or omission to act hereunder in
reasonable reliance 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 State
Street by means of the Systems, as hereinafter defined, or any
electronic system of communication.
4. State Street'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 State Street from counsel
for Fund at the expense of Fund or from State Street's counsel at
its own expense, or on the Instructions, advice or statements of
any officer or employee of Fund, or the 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.
5. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
State Street is under no duty or obligation to inquire into:
a. 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 State Street,
or the propriety of the decision to purchase or the amount
paid therefor;
b. The legality of the sale of any securities or foreign
currency positions by or for the Portfolio, or the propriety
of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares,
or the sufficiency of the amount to be received therefor,
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 either
Fund, or the legality of the issue of any Fund Shares in
payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in the
Portfolio's accounts and records or other information provided by
or on behalf of the Portfolio to State Street, 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 State Street to perform
hereunder.
7. Fund's refusal or failure to comply with the terms hereof
(including without limitation Fund's failure to pay or reimburse
State Street on behalf of the Portfolio under Section 5 or 6
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.
8. 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 exclusively
available to Fund, except to the extent attributable to any
negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of the
Portfolio until actually received; provided, however, that State
Street 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.
10. Except as provided in Section 3.P hereof, and subject to
Section 5.B.1 hereof, loss occasioned by the acts, neglects,
defaults or insolvency of any broker, bank, trust company, or any
other person with whom State Street may deal.
11. 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 or
ability to take preemptive measures against, 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, State
Street will be paid the compensation set forth in a separate fee
schedule, incorporated herein by this reference, to be agreed to by
Fund and State Street from time to time, and reimbursement for State
Street's cash disbursements and reasonable out-of-pocket costs and
expenses, including attorney's fees, incurred by State Street in
connection with the performance of services hereunder, on demand.
State Street, subject to Section 10 hereof, may charge such
compensation against monies held by it for the accounts of the
Portfolio following notice to Fund. State Street will, subject to
Section 10 hereof, be entitled to charge against any monies held by it
for the accounts of the Portfolio the amount of any loss, damage,
liability, advance, overdraft or expense for which it is entitled to
reimbursement from Fund. State Street will be entitled to
reimbursement by the Fund on behalf of the Portfolio for the losses,
damages, liabilities, advances, overdrafts and expenses of
Subcustodians only to the extent that (a) State Street would have been
entitled to reimbursement hereunder if it had incurred the same itself
directly, and (b) State Street is obligated to reimburse the
Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a
period of one (1) year. Thereafter, Fund or State Street may terminate
the same by notice in writing, delivered or mailed, postage prepaid, to
the other party and received not less than sixty (60) days prior to the
date upon which such termination will take effect. Upon termination
hereof:
A. Fund will pay State Street its fees and compensation due
hereunder and its reimbursable disbursements, costs and expenses
paid or incurred to such date;
B. Fund will designate a successor investment accounting and
recordkeeping agent (which may be Fund) by Instruction to State
Street;
C. Fund will designate a successor custodian by Instruction to State
Street. In the event no such Instruction has been delivered to
State Street on or before the date when such termination becomes
effective, then State Street 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 State Street for its costs and
expenses, including reasonable attorney's fees, incurred in
connection therewith; and
D. State Street will, upon payment of all sums due to State Street
from Fund hereunder, deliver at State Street'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. State Street will
cooperate in effecting changes in book-entries at all
Depositories. Upon delivery to a successor or as specified by the
court, State Street 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 State Street after the date of termination hereof for any reason
other than State Street's failure to deliver the same, State Street 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 State Street will remain in full force
and effect.
8. 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 State Street in writing, will be deemed to
have been properly given to Fund hereunder. Notices, requests,
Instructions and other writings addressed to State Street at ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Custody
Department, or to such other address as it may have designated to the
Fund in writing, will be deemed to have been properly given to State
Street hereunder.
9. THE SYSTEMS; CONFIDENTIALITY.
A. If State Street provides Fund direct access to the computerized
investment portfolio custody, recordkeeping and accounting
systems used by State Street ("Systems") or if State Street 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 State Street ("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 State Street upon termination or
expiration hereof.
C. Fund has been informed that the Systems are licensed for use by
State Street from one or more third parties ("Licensors"), and
Fund acknowledges that State Street and Licensors have
proprietary rights in and to the Systems and all other State
Street 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 State Street 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 State Street 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. State Street 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.
E. State Street agrees to defend at its own expense any claim or
action brought against Fund on the issue of infringement of any
United States patent, copyright, trade secret or trademark by the
Systems as used within the scope of this Agreement, and to
indemnify Fund against all damages and costs, which may be
assessed against them under any such claim or action.
10. ADDITIONAL PORTFOLIOS. Fund may appoint State Street as its custodian
and investment accounting and recordkeeping agent under this Agreement
for additional series of the Fund ("Additional Portfolio") from time
to time by written notice, provided
that State Street consents to such addition. Rates or charges for each
Additional Portfolio will be as agreed upon by State Street and Fund
in writing. If Additional Portfolios are added to this Agreement, 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 the Portfolio 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 portfolios for any reason.
11. 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 9 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 any 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 may not be assigned by either party hereto 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 State Street
and Fund or the 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 any party
hereunder will not affect any rights or obligations of the other
parties hereunder.
L. Notice is hereby given that this Agreement has been executed on
behalf of the 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.
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------
Title:
----------------------------
FIXED INCOME SHARES,
ON BEHALF OF ALLIANZ DRESDNER DAILY ASSET FUND
By:
-------------------------------
Title:
----------------------------
FUNDS TRANSFER OPERATING GUIDELINES
-----------------------------------
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and
affiliates ("SSB") is authorized to promptly debit 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 SSB has been instructed to transfer. SSB 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 selection forms hereafter 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 SSB
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 SSB. SSB 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. SSB 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 SSB.
The Client shall restrict access to confidential information relating to the
Security Procedures to authorized persons as communicated in writing to SSB. The
Client must notify SSB 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. SSB shall verify the authenticity of all
instructions according to the selected Security Procedures.
3. ACCOUNT NUMBERS: SSB 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 SSB 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. SSB 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: SSB 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 SSB's receipt of such payment order;
(b) if initiating such payment order would cause SSB, in SSB's sole judgment, to
exceed any applicable volume, aggregate dollar, network, time, credit or similar
limits upon wire transfers; or (c) if SSB, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB 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 SSB a reasonable opportunity to act prior to
executing the payment order. However, SSB assumes no liability if the request
for amendment or cancellation cannot be satisfied by SSB's reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB 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: SSB shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless SSB is notified of the unauthorized payment order within thirty
(30) days of notification by SSB of the acceptance of such payment order. In no
event (including but not limited to failure to execute a payment order) shall
SSB 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 Mid-America Payment Exchange or other similar body, SSB 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 such entry shall not be deemed to have paid the
amount of the entry.
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through SSB'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: SSB 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. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB 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.
11. Liability on Foreign Accounts: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of such
deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or (c) the closure of a non-U.S. branch of State Street in
order to prevent, in the reasonable judgment of State Street, harm to the
employees or property of State Street. The obligation to repay any such deposit
shall not be transferred to and may not be enforced against any other branch of
State Street.
The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist
SECURITY PROCEDURES SELECTION FORM
Please select at least two 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 SSB 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 CPU-CPU transmissions. This delivery mechanism is typically used for
high-volume business such as shareholder redemptions and dividend payments.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB 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 SSB's or its agent's system with encryption.
[] 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 Confirmation (Call Back) 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. IF THIS OPTION IS SELECTED, CHOOSE EITHER
TELEPHONE CONFIRMATION OR TEST KEY TO BE USED AS A SECONDARY PROCEDURE WHEN OVER
$10 MILLION.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB 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. Additional paperwork will be required from insurance Clients
using 1031 drawdowns.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase Agreements.
IF THIS OPTION IS SELECTED, CHOOSE EITHER TELEPHONE CONFIRMATION OR TEST KEY TO
BE USED AS A SECONDARY PROCEDURE WHEN OVER $10 MILLION.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of the
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. PLEASE COMPLETE THE TELEPHONE
CONFIRMATION INSTRUCTIONS ATTACHED AS A SCHEDULE HERETO.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide test
keys if this option is chosen. SSB 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 SSB.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
FIXED INCOME SHARES, on behalf of Allianz Dresdner Daily Asset Fund
By:
----------------------------------------------
Authorized Signature
-------------------------------------------------
Type or Print Name
-------------------------------------------------
Title
-------------------------------------------------
Date
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
-----------------------------------------------------
Company Name
ACCOUNT NUMBER(S):
-------------------------------------------------------------
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Name Name
Address Address
City/State/Zip Code City/State/Zip Code
Telephone Number Telephone Number
Facsimile Number Facsimile Number
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of your
staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
Authorized Verifiers (Please Type or Print) - Please provide a listing of your
staff members who will be CALLED BACK to verify the initiation of repetitive
wires of $10 million or more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------- --------------------- --------------------------
------------------------------------------------ ----------------
APPROVAL (FOR STATE STREET USE ONLY) DATE
COUNTRY SUBCUSTODIAN
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Benin via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Cayman Islands Bank of Nova Scotia Trust Company (Cayman) Ltd.
Chile BankBoston, N.A.
People's Republic Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt HSBC Bank Egypt S.A.E.
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Estonia Hansabank
Finland Nordea Bank Finland Plc.
France BNP Paribas Securities Services, S.A.
COUNTRY SUBCUSTODIAN
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank
Hungary HVB Bank Hungary Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
Hongkong and Shanghai Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas Securities Services, S.A.
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan Mizuho Corporate Bank Ltd.
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Kenya Barclays Bank of Kenya Limited
Republic of Korea Hongkong and Shanghai Banking Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Mauritius Hongkong and Shanghai Banking Corporation Limited
Mexico Banco Nacional de Mexico S.A.
COUNTRY SUBCUSTODIAN
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited -
Netherlands KAS BANK N.V.
New Zealand Westpac Banking Corporation
Niger via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Nigeria Stanbic Bank Nigeria Limited
Norway Nordea Bank Norge ASA
Oman HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
Romania ING Bank N.V.
Russia ING Bank (Eurasia) ZAO, Moscow
Senegal via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Singapore The Development Bank of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S., pobocka
zahranicnej banky v SR
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Nedcor Bank Limited
Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
COUNTRY SUBCUSTODIAN
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote d'Ivoire,
Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Uganda Barclays Bank of Uganda Limited
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking
Corporation Limited)
United Kingdom State Street Bank and Trust Company, London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
SCHEDULE B: STATE STREET GLOBAL CUSTODY NETWORK DEPOSITORIES
OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Bahrain Exchange Clearing, Settlement, and Depository System of the
Bahrain Stock
Belgium Caisse Interprofessionnelle de Depots et de Virements
de Titres, S.A. Banque Nationale de Belgique
Benin Depositaire Central - Banque de Reglement
Bermuda Bermuda Securities Depository
Brazil Central de Custodia e de Liquidacao Financeira de
Titulos Privados (CETIP) Companhia Brasileira de
Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Bulgaria Bulgarian National Bank
Central Depository AD
Burkina Faso Depositaire Central - Banque de Reglement
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic China Securities Depository and Clearing Corporation
of China Limited
Shanghai Branch
China Securities Depository and Clearing Corporation
Limited Shenzhen Branch
Colombia Deposito Central de Valores
Deposito Centralizado de Valores de Colombia S..A.
(DECEVAL)
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Cyprus Central Depository and Central Registry
Czech Republic Czech National Bank
Stredisko cennych papiru - Ceska republika
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository S.A.E.
Estonia Eesti Vaartpaberikeskus
Finland Suomen Arvopaperikeskus (Finnish Central Securities
Depository)
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
COUNTRY DEPOSITORIES
Greece Apothetirion Titlon AE - Central Securities
Depository
Bank of Greece, System for Monitoring Transactions in
Securities in Book-Entry Form
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Securities Clearing Company Limited
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt.
(KELER)
Iceland Iceland Securities Depository Limited
India Central Depository Services India Limited
National Securities Depository Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE
Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan - Net System
Japan Securities Depository Center (JASDEC)
Incorporated
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East (Midclear)
▇.▇.▇.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia
Mali Depositaire Central - Banque de Reglement
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. Indeval, S.A. de C.V.
Morocco Maroclear
Netherlands NECIGEF) Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V.
COUNTRY DEPOSITORIES
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities
Depository)
Oman Muscat Depository & Securities Registration Company,
SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department of
the Palestine Stock Exchange
Panama Central Latinoamericana de Valores, S.A. (LatinClear)
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (▇▇▇▇) of the Bureau
of Treasury
Poland Krajowy Depozyt Papierow Wartosciowych S.A.(National
Depository of Securities)
Central Treasury Bills Registrar
Portugal INTERBOLSA - Sociedade Gestora de Sistemas de
Liquidacao e de Sistemas Centralizados de Valores
Mobiliarios, S.A.
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania Bucharest Stock Exchange Registry Division
National Bank of Romania
National Securities Clearing, Settlement and
Depository Company
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian
Federation
Senegal Depositaire Central - Banque de Reglement
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic National Bank of Slovakia
Stredisko cennych papierov SR, a.s.
Slovenia KDD - Centralna klirinsko depotna ▇▇▇▇▇▇ ▇.▇.
South Africa Central Depository Limited
Share Transactions Totally Electronic (STRATE) Ltd.
Spain Banco de Espana
Servicio de Compensacion y Liquidacion de
Valores, S.A.
Sri Lanka Central Depository System (Pvt) Limited
COUNTRY DEPOSITORIES
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Company Limited
Thailand Bank of Thailand
Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Trinidad and Tobago Trinidad and Tobago Central Bank
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
(STICODEVAM)
Turkey Central Bank of Turkey
Takas ve Saklama Bankasi A.S. (TAKASBANK)
Uganda Bank of Uganda
Ukraine Mizhregionalny Fondovy Souz
National Bank of Ukraine
United Arab Emirates Clearing and Depository System, a department of the
Dubai Financial Market
Venezuela Banco Central de Venezuela
Vietnam Securities Registration, Clearing and Settlement,
Depository Department of the Securities Trading Center
Zambia Bank of Zambia
▇▇▇▇ Central Shares Depository Limited
TRANSNATIONAL
Euroclear
Clearstream Banking AG
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
------------------------------- -----------------
(SCHEDULED FREQUENCY)
The Guide to Custody in World Markets An overview of settlement and safekeeping procedures, custody practices
(hardcopy annually and regular and foreign investor considerations for the markets in which State
website updates) Street offers custodial services.
Global Custody Network Review Information relating to Foreign Sub-Custodians in State Street's Global
(annually) Custody Network. The Review stands as an integral part of the materials
that State Street provides to its U.S. mutual fund clients to assist
them in complying with SEC Rule 17f-5. The Review also gives insight
into State Street's market expansion and Foreign Sub-Custodian
selection processes, as well as the procedures and controls used to
monitor the financial condition and performance of our Foreign
Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign Securities Depositories presently
(annually) operating in Network markets. This publication is an integral part of
the materials that State Street provides to its U.S. mutual fund
clients to meet informational obligations created by SEC Rule 17f-7.
Global Legal Survey With respect to each market in which State Street offers custodial
(annually) services, opinions relating to whether local law restricts (i) access
of a fund's independent public accountants to books and records of a
Foreign Sub-Custodian or Foreign Securities System, (ii) a fund's
ability to recover in the event of bankruptcy or insolvency of a
Foreign Sub-Custodian or Foreign Securities System, (iii) a fund's
ability to recover in the event of a loss by a Foreign Sub-Custodian or
Foreign Securities System, and (iv) the ability of a foreign investor
to convert cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the contracts that State Street has entered into with each
(annually) Foreign Sub-Custodian that maintains U.S. mutual fund assets in the
markets in which State Street offers custodial services.
Global Market Bulletin Information on changing settlement and custody conditions in markets
(daily or as necessary) where State Street offers custodial services. Includes changes in
market and tax regulations, depository developments, dematerialization
information, as well as other market changes that may impact State
Street's clients.
Foreign Custody Advisories For those markets where State Street offers custodial services that
(as necessary) exhibit special risks or infrastructures impacting custody, State
Street issues market advisories to highlight those unique market
factors which might impact our ability to offer recognized custody
service levels.
Material Change Notices Informational letters and accompanying materials confirming State
(presently on a quarterly Street's foreign custody arrangements, including a or as otherwise
basis necessary) summary of material changes with Foreign Sub-Custodians that
have occurred during the previous quarter. The notices also identify
any material changes in the custodial risks associated with maintaining
assets with Foreign Securities Depositories.