Exhibit (8)
CUSTODIAN CONTRACT
Between
CIGNA INSTITUTIONAL FUNDS GROUP
and
STATE STREET BANK AND TRUST COMPANY
21E691
WP1893C
TABLE OF CONTENTS
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Page
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1. Employment of Custodian and Property to be Held by It..................1
1.1 Qualification of Custodian................................2
1.2 Employment of Custodian and Property to be
to be Held By It..........................................2
2. Duties of the Custodian with Respect to Property of the
Portfolios Held by the Custodian in the United States..................3
2.1 Holding Securities........................................3
2.2 Delivery of Securities................................... 4
2.3 Registration of Securities............................... 9
2.4 Bank Accounts............................................10
2.5 Availability of Federal Funds............................11
2.6 Collection of Income.....................................11
2.7 Payment of Trust Monies..................................12
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased..........................15
2.9 Appointment of Agents....................................15
2.10 Deposit of Trust Assets in Securities System.............16
2.10A Trust Assets Held in the Custodian's Direct
Paper System.............................................19
2.11 Segregated Account.......................................21
2.12 Ownership Certificates for Tax Purposes..................22
2.13 Proxies..................................................22
2.14 Communications Relating to Portfolio
Securities...............................................23
3. Duties of the Custodian with Respect to Property of
the Portfolios Held Outside of the United States......................23
3.1 Appointment of Foreign Sub-Custodians....................23
3.2 Assets to be Held........................................24
3.3 Foreign Securities Depositories..........................24
3.4 Segregation of Securities................................25
3.5 Agreements with Foreign Banking Institutions.............25
3.6 Access of Independent Accountants of the Trust...........27
3.7 Reports by Custodian.....................................27
3.8 Transactions in Foreign Custody Account..................27
3.9 Liability of Foreign Sub-Custodians......................28
3.10 Liability of Custodian...................................29
3.11 Monitoring Responsibilities..............................30
3.12 Branches of U.S. Banks...................................31
3.13 Tax Law..................................................31
4. Payments for Sales or Repurchase or Redemptions
of Shares of the Portfolios...........................................32
5. Proper Instructions...................................................33
6. Actions Permitted Without Express Authority...........................34
7. Evidence of Authority.................................................34
8. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net
Income................................................................35
9. Records...............................................................35
10. Opinion of Trust's Independent Accountants............................36
11. Reports to Trust by Independent Public Accountants....................37
12. Compensation of Custodian.............................................37
13. Responsibility of Custodian...........................................37
14. Effective Period, Termination and Amendment...........................40
15. Successor Custodian...................................................41
16. Interpretive and Additional Provisions................................43
17. Additional Portfolios.................................................43
18. Massachusetts Law to Apply............................................44
19. Prior Contracts.......................................................44
20. Trust Liability.......................................................44
CUSTODIAN CONTRACT
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This Contract between CIGNA Institutional Funds Group, a business
trust organized and existing under the laws of Massachusetts, having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ hereinafter called the "Trust", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter called the
"Custodian",
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust intends to initially offer shares in one
series, the CIGNA International Stock Fund (such series together with all other
series subsequently established by the Trust and made subject to this Contract
in accordance with paragraph 17, being herein referred to as the "Portfolios");
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as
follows:
1. Employment of Custodian and Property to be Held by It
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1.1 Qualification of Custodian. The Custodian represents that it
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has aggregate capital, surplus and undivided profits of not less
than $500,000 and is otherwise qualified to serve as a custodian
in accordance with
applicable provisions of the Investment Company Act of 1940.
1.2 Employment of Custodian and Property to be Held by It.
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The Trust on behalf of the Portfolios hereby employs the
Custodian as the custodian of the assets of the Portfolios of the
Trust, including securities which the Trust, on behalf of the
applicable Portfolio desires to be held in places within the
United States ("domestic securities") and securities it desires
to be held outside the United States ("foreign securities")
pursuant to the provisions of the Declaration of Trust relating
to the Trust. The Trust on behalf of the Portfolios agrees to
deliver to the Custodian all securities and cash of the
Portfolios, and all payments of income, payments of principal or
capital distributions received by it with respect to all
securities owned by the Portfolios from time to time, and the
cash consideration received by it for such new or treasury shares
of beneficial interest of the Trust representing interests in the
Portfolios, ("Shares") as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of
a Portfolio held or received by the Portfolio and not delivered
to the Custodian. Upon receipt of "Proper Instructions" (within
the meaning of Article 5), the Custodian shall on behalf of the
applicable Portfolios from time to time employ one or more
sub-custodians, located in the United States but
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only in accordance with an applicable vote by the Board of
Trustees of the Trust on behalf of the applicable Portfolios, and
provided that the Custodian shall have no more or less
responsibility or liability to the Trust on account of any
actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian. Notwithstanding the
foregoing, each approval by the Board of Trustees of the Fund of
the employment of a particular sub-custodian shall not relieve
the Custodian of its obligations to exercise reasonable care in
selecting such sub-custodian. The Custodian may employ as
sub-custodian for a Portfolio's foreign securities the foreign
banking institutions and foreign securities depositories
designated in Schedule A hereto but only in accordance with the
provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the
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Portfolios Held By the Custodian in the United States
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2. 1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash
property, to be held by it in the United States including all
domestic securities owned by such Portfolio, other than (a)
securities which are maintained pursuant to Section 2.10 in a
clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities System"
and (b) commercial paper of an issuer for which State
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Street Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian pursuant to Section 2.10A.
2.2 Delivery of Securities. The Custodian shall release and deliver
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domestic securities owned by a Portfolio held by the Custodian or
in a Securities System account of the Custodian or in the
Custodian's Direct Paper book entry system account ("Direct Paper
System Account") only upon receipt of Proper Instructions from
the Trust on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties,
and only in the following cases:
1) Upon sale of such securities for the account of
the Portfolio and receipt of payment therefor;
2) Upon the receipt of payment in connection with
any repurchase agreement related to such
securities entered into by the Portfolio;
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.10 hereof;
4) To the depository agent in connection with
tender or other similar offers for securities
of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
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otherwise become payable; provided that, in any
such case, the cash or other consideration is
to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Portfolio or into
the name of any nominee or nominees of the
Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.9 or
into the name or nominee name of any
sub-custodian appointed pursuant to Article 1;
or for exchange for a different number of
bonds, certificates or other evidence
representing the same aggregate face amount or
number of units; provided that, in any such
case, the new securities are to be delivered to
the Custodian;
7) Upon the sale of such securities for the
account of the Portfolio, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such securities
except as may arise from the
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Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization,
reorganization or readjustment of the
securities of the issuer of such securities, or
pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit
agreement; provided that, in any such case, in
any such case, the new securities and cash, if
any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim receipts
or temporary securities for definitive
securities; provided that, in any such case,
the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only
against receipt of adequate collateral as
agreed upon from time to time by the Custodian
and the Trust on behalf of the Portfolio, which
may be in the form of cash or obligations
issued by the United States
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government, its agencies or instrumentalities,
except that in connection with any loans for
which collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable
or responsible for the delivery of securities
owned by the Portfolio prior to the receipt of
such collateral;
11) For delivery as security in connection with any
borrowings by the Trust on behalf of the
Portfolio requiring a pledge of assets by the
Trust on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions
of any agreement among the Trust on behalf of
the Portfolio, the Custodian and a
broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a
member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options
Clearing Corporation and of any registered
national securities exchange, or of any similar
organization or organizations, regarding escrow
or other arrangements in connection with
transactions by a Portfolio of the Trust;
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13) For delivery in accordance with the provisions
of any agreement among the Trust on behalf of
the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the
Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any
similar organization or organizations,
regarding account deposits in connection with
transactions by the Portfolio of the Trust;
14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for the Trust, for
delivery to such Transfer Agent or to the
holders of shares in connection with
distributions in kind, as may be described from
time to time in the currently effective
prospectus and statement of additional
information of the applicable Portfolio
("Prospectus"), in satisfaction of requests by
holders of Shares for repurchase or redemption;
and
15) For any other proper corporate purpose, but
only upon receipt of, in addition to Proper
Instructions from the Trust on behalf of the
applicable Portfolio, a certified copy of a
resolution of the Board of Trustees or of the
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Executive Committee signed by an officer of the
Trust and certified by the Secretary or an
Assistant Secretary, specifying the securities
of the Portfolio to be delivered, setting forth
the purpose for which such delivery is to be
made, declaring such purpose to be a proper
corporate purpose, and naming the person or
persons to whom delivery of such securities
shall be made.
2.3 Registration of Securities. Domestic securities held by the
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Custodian (other than bearer securities) shall be registered in the
name of the Portfolio or in the name of any nominee of the Trust on
behalf of the Portfolio or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Portfolio, unless the
Trust has authorized in writing the appointment of a nominee to be
used in common with other registered investment companies having
the same investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to Section 2.9 or in
the name or nominee name of any sub-custodian appointed pursuant to
Article 1. All securities accepted by the Custodian on behalf of
the Portfolio under the terms of this Contract shall be in "street
name" or other good delivery form. If, however, the Trust directs
the Custodian to maintain securities in "street name", the
Custodian shall utilize its best efforts only to timely collect
income due the
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applicable Portfolio on such securities and to notify the Trust on
a best efforts basis only of relevant corporate actions including,
without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
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bank account or accounts in the United States in the name of each
Portfolio of the Trust, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall
hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Portfolio,
other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Custodian for a
Portfolio may be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be
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qualified to act as a custodian under the Investment Company Act of
1940 and that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the
Board of Trustees of the Trust. Such funds shall be deposited by
the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
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2.5 Availability of Federal Funds. Upon mutual agreement between the
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Trust on behalf of each applicable Portfolio and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions from the
Trust on behalf of a Portfolio, make federal funds available to
such Portfolio as of specified times agreed upon from time to time
by the Trust and the Custodian in the amount of checks received in
payment for Shares of such Portfolio which are deposited into the
Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
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Custodian shall collect on a timely basis all income and other
payments with respect to registered domestic securities held
hereunder to which each Portfolio shall be entitled either by law
or pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to
bearer domestic securities if, on the date of payment by the
issuer, such securities are held by the Custodian or its agent
thereof and shall credit such income, as collected, to such
Portfolio's custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on securities
loaned pursuant to the provisions of Section 2.2 (10) shall be the
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responsibility of the Trust; the Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Trust with such information or data as may be necessary to assist
the Trust in arranging for the timely delivery to the Custodian of
the income to which the Portfolio is properly entitled.
2.7 Payment of Trust Monies. Upon receipt of Proper Instructions from
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the Trust on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of a Portfolio in the following
cases only:
1) Upon the purchase of domestic securities,
options, futures contracts or options on
futures contracts for the account of the
Portfolio but only (a) against the delivery of
such securities or evidence of title to such
options, futures contracts or options on
futures contracts to the Custodian (or any
bank, banking firm or trust company doing
business in the United States or abroad which
is qualified under the Investment Company Act
of 1940, as amended, to act as a custodian and
has been designated by the Custodian as its
agent for this purpose) registered in the name
of the Portfolio or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof
or in proper form for
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transfer; (b) in the case of a purchase
effected through a Securities System, in
accordance with the conditions set forth in
Section 2.10 hereof; (c) in the case of a
purchase involving the Direct Paper System, in
accordance with the conditions set forth in
Section 2.10A; (d) in the case of repurchase
agreements entered into between the Trust on
behalf of the Portfolio and the Custodian, or
another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the
securities either in certificate form or
through an entry crediting the Custodian's
account at the Federal Reserve Bank with such
securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of
securities owned by the Custodian along with
written evidence of the agreement by the
Custodian to repurchase such securities from
the Portfolio or (e) for transfer to a time
deposit account of the Trust in any bank,
whether domestic or foreign; such transfer may
be effected prior to receipt of a confirmation
from a broker and/or the applicable bank
pursuant to Proper Instructions from the Trust
as defined in Article 5;
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2) In connection with conversion, exchange or
surrender of securities owned by the Portfolio
as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares
issued by the Portfolio as set forth in Article
4 hereof;
4) For the payment of any expense or liability
incurred by the Portfolio, including but not
limited to the following payments for the
account of the Portfolio: interest, taxes,
management, accounting, transfer agent and
legal fees, and operating expenses of the Trust
whether or not such expenses are to be in whole
or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends on Shares of
the Portfolio declared pursuant to the
governing documents of the Trust;
6) For payment of the amount of dividends received
in respect of securities sold short;
7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions
from the Trust on behalf of the Portfolio, a
certified copy of a resolution of the Board of
Trustees or of the Executive Committee of the
Trust signed by an officer of the Trust and
certified by its Secretary
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or an Assistant Secretary, specifying the
amount of such payment, setting forth the
purpose for which such payment is to be made,
declaring such purpose to be a proper purpose,
and naming the person or persons to whom such
payment is to be made.
2.8 Liability for Payment in Advance of Receipt of Securities
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Purchased. Except as specifically stated otherwise in this
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Contract, in any and every case where payment for purchase of
domestic securities for the account of a Portfolio is made by the
Custodian in advance of receipt of the securities purchased in the
absence of specific written instructions from the Trust on behalf
of such Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Trust for such securities to the same
extent as if the securities had been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in
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its discretion appoint (and may at any time remove) any other bank
or trust company which is itself qualified under the Investment
Company Act of 1940, as amended, to act as a custodian, as its
agent to carry out such of the provisions of this Article 2 as the
Custodian may from time to time direct; provided, however, that the
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appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
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2.10 Deposit of Trust Assets in Securities Systems. The Custodian may
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deposit and/or maintain securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations,
if any, and subject to the following provisions:
1) The Custodian may keep securities of the
Portfolio in a Securities System provided that
such securities are represented in an account
("Account") of the Custodian in the Securities
System which shall not include any assets of
the Custodian other than assets held as a
fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in a Securities System shall
identify by book-entry those securities
belonging to the Portfolio;
3) The Custodian shall pay for securities
purchased for the account of the Portfolio
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upon (i) receipt of advice from the Securities
System that such securities have been
transferred to the Account, and (ii) the making
of an entry on the records of the Custodian to
reflect such payment and transfer for the
account of the Portfolio. The Custodian shall
transfer securities sold for the account of the
Portfolio upon (i) receipt of advice from the
Securities System that payment for such
securities has been transferred to the Account,
and (ii) the making of an entry on the records
of the Custodian to reflect such transfer and
payment for the account of the Portfolio.
Copies of all advices from the Securities
System of transfers of securities for the
account of the Portfolio shall identify the
Portfolio, be maintained for the Portfolio by
the Custodian and be provided to the Trust at
its request. Upon request, the Custodian shall
furnish the Trust on behalf of the Portfolio
confirmation of each transfer to or from the
account of the Portfolio in the form of a
written advice or notice and shall furnish to
the Trust on behalf of the Portfolio copies of
daily transaction sheets reflecting each day's
transactions in the
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Securities System for the account of the
Portfolio;
4) The Custodian shall provide the Trust for the
Portfolio with any report obtained by the
Custodian on the Securities System's accounting
system, internal accounting control and
procedures for safeguarding securities
deposited in the Securities System;
5) The Custodian shall have received from the
Trust on behalf of the Portfolio the initial or
annual certificate, as the case may be, or
annual certificate, as the case may be,
required by Article 14 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable
to the Trust for the benefit of the Portfolio
for any loss or damage to the Portfolio
resulting from use of the Securities System by
reason of any negligence, misfeasance or
misconduct of the Custodian or any of its
agents or of any of its or their employees or
from failure of the Custodian or any such
agents or of any of its or their employees or
from failure of the Custodian or any such agent
to enforce effectively such rights as it may
have against the Securities System; at the
election of the Trust, it shall be entitled to
be subrogated to the rights of the Custodian
with respect to any claim against
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the Securities System or any other person which
the Custodian may have as a consequence of any
such loss or damage if and to the extent that
the Portfolio has not been made whole for any
such loss or damage.
2.10A Trust Assets Held in the Custodian's Direct Paper System
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The Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to
the following provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions from the Trust
on behalf of the Portfolio;
2) The Custodian may keep securities of the
Portfolio in the Direct Paper System only if
such securities are represented in an account
("Account") of the Custodian in the Direct
Paper System which shall not include any assets
of the Custodian other than assets held as a
fiduciary, custodian or otherwise for
customers;
3) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in the Direct Paper System shall
identify by book-entry those securities
belonging to the Portfolio;
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4) The Custodian shall pay for securities
purchased for the account of the Portfolio upon
the making of an entry on the records of the
Custodian to reflect such payment and transfer
of securities to the account of the Portfolio.
The Custodian shall transfer securities sold
for the account of the Portfolio upon the
making of an entry on the records of the
Custodian to reflect such transfer and receipt
of payment for the account of the Portfolio;
5) The Custodian shall furnish the Trust on behalf
of the Portfolio confirmation of each transfer
to or from the account of the Portfolio, in the
form of a written advice or notice, of Direct
Paper on the next business day following such
transfer and shall furnish to the Trust on
behalf of the Portfolio copies of daily
transaction sheets reflecting each day's
transactions in the Direct Paper System for the
account of the Portfolio;
6) The Custodian shall provide the Trust on behalf
of the Portfolio with any report on its system
of internal accounting control as the Trust may
reasonably request from time to time.
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2.11 Segregated Account. The Custodian shall upon receipt of Proper
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Instructions from the Trust on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may
be transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to Section 2.10
hereof, (i) in accordance with the provisions of any agreement
among the Trust on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the
NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission or
any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Portfolio, (ii) for purposes of
segregating cash or government securities in connection with
options purchased, sold or written by the Portfolio or commodity
futures contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Portfolio
with the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the
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maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only,
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in the case of clause (iv), upon receipt of, in addition to Proper
Instructions from the Trust on behalf of the applicable Portfolio,
a certified copy of a resolution of the Board of Trustees or of the
Executive Committee signed by an officer of the Trust and certified
by the Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and declaring such
purposes to be proper corporate purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian shall
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execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of income
or other payments with respect to domestic securities of each
Portfolio held by it and in connection with transfers of
securities.
2.13 Proxies. The Custodian shall, with respect to the domestic
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securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are
registered otherwise than in the name of the Portfolio or a nominee
of the Portfolio, all proxies, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to
the Portfolio such proxies, all proxy soliciting materials and all
notices relating to such securities.
- 22 -
2.14 Communications Relating to Portfolio Securities
-----------------------------------------------
Subject to the provisions of Section 2.3, the Custodian shall
transmit promptly to the Trust for each Portfolio all written
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put
options written by the Trust on behalf of the Portfolio and the
maturity of futures contracts purchased or sold by the Portfolio)
received by the Custodian from issuers of the securities being held
for the Portfolio. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Portfolio all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the
Portfolio desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Portfolio
shall notify the Custodian at least three business days prior to
the date on which the Custodian is to take such action.
3. Duties of the Custodian with Respect to Property of the Portfolios
------------------------------------------------------------------
Held Outside of the United States
---------------------------------
3.1 Appointment of Foreign Sub-Custodians
-------------------------------------
The Trust on behalf of each applicable Portfolio hereby authorizes
and instructs the Custodian to employ as sub-custodians for the
Portfolio's securities and other
- 23 -
assets maintained outside the United States the foreign banking
institutions and foreign securities depositories designated on
Schedule A hereto ("foreign sub-custodians"). Upon receipt of
"Proper Instructions", as defined in Section 5 of this Contract,
together with a certified resolution of the Trust's Board of
Trustees, the Custodian and the Trust may agree to amend Schedule A
hereto from time to time to designate additional foreign banking
institutions and foreign securities depositories to act as
sub-custodian. Upon receipt of Proper Instructions, the Trust may
instruct the Custodian to cease the employment of any one or more
such sub-custodians for maintaining custody of the Portfolio's
assets.
3.2 Assets to be Held. The Custodian shall limit the securities and
-----------------
other assets maintained in the custody of the foreign
sub-custodians to: (a) "foreign securities", as defined in
paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of
1940, and (b) cash and cash equivalents in such amounts as the
Custodian or the Trust may determine to be reasonably necessary to
effect the Portfolio's foreign securities transactions.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed
-------------------------------
upon in writing by the Custodian and the Trust, assets of the
Portfolios shall be maintained in foreign securities depositories
only through arrangements implemented by the foreign banking
institutions serving
- 24 -
as sub-custodians pursuant to the terms hereof. Where possible,
such arrangements shall include entry into agreements containing
the provisions set forth in Section 3.5 hereof.
3.4 Segregation of Securities. The Custodian shall identify on its
-------------------------
books as belonging to each applicable Portfolio of the Trust, the
foreign securities of such Portfolios held by each foreign
sub-custodian. Each agreement pursuant to which the Custodian
employs a foreign banking institution shall require that such
institution establish a custody account for the Custodian on behalf
of the Trust for each applicable Portfolio of the Trust and
physically segregate in each account, securities and other assets
of the Portfolios, and, in the event that such institution deposits
the securities of one or more of the Portfolios in a foreign
securities depository, that it shall identify on its books as
belonging to the Custodian, as agent for each applicable Portfolio,
the securities so deposited.
3.5 Agreements with Foreign Banking Institutions. Each agreement with a
--------------------------------------------
foreign banking institution shall be substantially in the form set
forth in the Subcustodian Agreements (relating to each of the
foreign banking institutions and foreign securities depositories
designated in Schedule A hereto) which was provided to the Trust in
connection with the initial approval of this Contract, and shall
provide that: (a) each of the
- 25 -
Portfolios will be adequately indemnified or their assets
adequately insured in the event of loss; (b) the assets of each
Portfolio will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking
institution or its creditors or agent, except a claim of payment
for their safe custody or administration; (c) beneficial ownership
for the assets of each Portfolio will be freely transferable
without the payment of money or value other than for safe custody
or administration; (d) adequate records will be maintained
identifying the assets as belonging to each applicable Portfolio;
(e) officers of or auditors employed by, or other representatives
of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Trust,
will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement
with the Custodian or will be given access to those records or
confirmation of the contents of those records; (f) the Trust will
receive periodic reports with respect to the safekeeping of each
Portfolio's assets, including, but not necessarily limited to,
notification of any transfer to or from each Portfolio's account
and (g) assets of the Portfolios held by the foreign sub-custodian
will be subject only to the instructions of the Custodian or its
agents.
- 26 -
3.6 Access of Independent Accountants of the Trust. Upon request of the
----------------------------------------------
Trust, the Custodian will use its best efforts to arrange for the
independent accountants of the Trust to be afforded access to the
books and records of any foreign banking institution employed as a
foreign sub-custodian insofar as such books and records relate to
the performance of such foreign banking institution under its
agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the Trust from
--------------------
time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Portfolios held by foreign
sub-custodians, including but not limited to an identification of
entities having possession of the Portfolios securities and other
assets and advices or notifications of any transfers of securities
to or from each custodial account maintained by a foreign banking
institution for the Custodian on behalf of each applicable
Portfolio indicating, as to securities acquired for a Portfolio,
the identity of the entity having physical possession of such
securities.
3.8 Transactions in Foreign Custody Account
---------------------------------------
(a) Except as otherwise provided in paragraph (b) of this Section
3.8, the provision of Sections 2.2 and 2.7 of this Contract shall
apply, mutatis mutandis to the foreign securities of the Trust held
outside the United States by foreign sub-custodians.
- 27 -
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of
each applicable Portfolio and delivery of securities maintained for
the account of each applicable Portfolio may be effected in
accordance with the customary established securities trading or
securities processing practices and procedures in the jurisdiction
or market in which the transaction occurs, including, without
limitation, delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against
a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer. (c) Securities maintained
in the custody of a foreign sub-custodian may be maintained in the
name of such entity's nominee to the same extent as set forth in
Section 2.3 of this Contract, and the Trust agrees to hold any such
nominee harmless from any liability as a holder of record of such
securities.
3.9 Liability of Foreign Sub-Custodian. Each agreement pursuant to
----------------------------------
which the Custodian employs a foreign banking institution as a
foreign sub-custodian shall require the institution to exercise
reasonable care in the performance of its duties and to indemnify,
and hold harmless, the Custodian and the Trust from and against any
loss, damage, cost, expense, liability or claim arising out of or
in connection with the institution's
- 28 -
performance of such obligations. At the election of the Trust, it
shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a foreign banking institution as
a consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Trust has not been made whole
for any such loss, damage, cost, expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts
----------------------
or omissions of a foreign banking institution to the same extent as
set forth with respect to sub-custodians generally in this Contract
and, regardless of whether assets are maintained in the custody of
a foreign banking institution, a foreign securities depository or a
branch of a U.S. bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss
where the sub-custodian has otherwise exercised reasonable care.
Notwithstanding the foregoing provisions of this paragraph 3.10, in
delegating custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility to the Trust
for any loss due to such delegation, except such loss as may result
from (a) political risk (including, but not limited to, exchange
control
- 29 -
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other
losses (excluding a bankruptcy or insolvency of State Street London
Ltd. not caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the Custodian
and State Street London Ltd. have exercised reasonable care.
3.11 Monitoring Responsibilities. The Custodian shall furnish annually
---------------------------
to the Trust, during the month of June, information concerning the
foreign sub-custodians employed by the Custodian. Such information
shall be similar in kind and scope to that furnished to the Trust
in connection with the initial approval of this Contract. In
addition, the Custodian will promptly inform the Trust in the event
that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any material loss
of the assets of a Portfolio or in the case of any foreign
sub-custodian not the subject of an exemptive order from the
Securities and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial likelihood
that its shareholders' equity will decline below $200 million (U.S.
dollars or the equivalent thereof) or that its shareholders' equity
has declined below $200 million (in each case computed in
accordance with generally accepted U.S. accounting principles).
- 30 -
3.12 Branches of U.S. Banks
----------------------
(a) Except as otherwise set forth in this Contract, the provisions
of Article 3 hereof shall not apply where the custody of a
Portfolio's assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth
in Section 26(a) of said Act. The appointment of any such branch as
a sub-custodian shall be governed by paragraph 1 of this Contract.
(b) Cash held for each Portfolio of the Trust in the United Kingdom
shall be maintained in an interest bearing account established for
the applicable Portfolio with the Custodian's London branch, which
account shall be subject to the direction of the Custodian, State
Street London Ltd. or both.
3.13 Tax Law
-------
The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Trust by the tax law of
the United States of America or any state or political subdivision
thereof. It shall be the responsibility of the Trust to notify the
Custodian of the obligations imposed on the Trust by the tax law of
jurisdictions 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
- 31 -
responsibility of the Custodian with regard to such tax law shall
be to use reasonable efforts to assist the Trust with respect to
any claim for exemption or refund under the tax law of
jurisdictions for which the Trust has provided such information.
4. Payments for Sales or Repurchases or Redemptions of Shares of a
---------------------------------------------------------------
Portfolio
---------
The Custodian shall receive from the distributor for the Shares or
from the Transfer Agent of the Trust and deposit into the account of the
appropriate Portfolio such payments as are received for Shares of that Portfolio
issued or sold from time to time by the Trust. The Custodian will provide timely
notification to the Trust on behalf of each such Portfolio and the Transfer
Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to
the limitations of the Declaration of Trust and any applicable votes of the
Board of Trustees of the Trust pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of a Portfolio, the Custodian shall honor
- 32 -
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Portfolio to the holder of Shares, when presented to the
Custodian in accordance with such procedures and controls as are mutually agreed
upon from time to time between the Trust and the Custodian.
5. Proper Instructions
-------------------
Proper Instructions as used throughout this Contract means a
writing signed or initialled by one or more person or persons as the Board of
Trustees shall have from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Trust shall cause all
oral instructions to be confirmed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the Board of
Trustees of the Trust accompanied by a detailed description of procedures
approved by the Board of Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the Portfolios' assets. For
purposes of this Section, Proper Instructions shall include instructions
received by the Custodian pursuant to any three - party agreement which requires
a segregated asset account in accordance with Section 2.11.
- 33 -
6. Actions Permitted without Express Authority
-------------------------------------------
The Custodian may in its discretion, without express authority
from the Trust on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to the Trust on
behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as otherwise
directed by the Board of Trustees of the Trust.
7. Evidence of Authority
---------------------
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a certified copy of a vote of the
Board of Trustees of the Trust as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any determination or of
any action by the Board of Trustees pursuant to the Declaration of Trust as
described in such vote, and such
- 34 -
vote may be considered as in full force and effect until receipt by
the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and
------------------------------------------------------------
Calculation of Net Asset Value and Net Income
---------------------------------------------
The Custodian shall cooperate with and supply necessary information
to the entity or entities appointed by the Board of Trustees of the Trust to
keep the books of account of each Portfolio and/or compute the net asset value
per share of the outstanding shares of each Portfolio or, if directed in writing
to do so by the Trust on behalf of the Portfolio, shall itself keep such books
of account and/or compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the Portfolio as
described in the Trust's currently effective prospectus related to such
Portfolio and shall advise the Trust and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the
Trust to do so, shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of the net asset
value per share and the daily income of each Portfolio shall be made at the time
or times described from time to time in the Trust's currently effective
prospectus of such Portfolio.
9. Records
-------
The Custodian shall with respect to each Portfolio create and
maintain all records relating to its activities and obligations under this
Contract in such manner as will meet the obligations of the Trust under the
Investment Company Act of
- 35 -
1940, with particular attention to Section 31 thereof and Rules 3la-1 and 3la-2
thereunder, applicable federal and state tax laws and any other law or
administrative rule or procedure which may be applicable to the Trust. All such
records shall be the property of the Trust and shall at all times during the
regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Trust and employees and agents
of the Securities and Exchange Commission. In case of any requests or demands
for the inspection of the records of the Trust, the Custodian will endeavor to
notify the Trust and to secure instructions from an authorized officer of the
Trust as to such inspection. The Custodian reserves the right, however, to
exhibit the records to any person whenever it is advised in good faith by its
legal counsel that it may be held liable for the failure to exhibit the records
to such person. The Custodian shall, at the Trust's request, supply the Trust
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Trust and for such
compensation as shall be agreed upon between the Trust and the Custodian,
include certificate numbers in such tabulations.
10. Opinion of Trust's Independent Accountant
-----------------------------------------
The Custodian shall take all reasonable action, as the Trust on
behalf of each applicable Portfolio may from time to time request, to obtain
from year to year favorable opinions from the Trust's independent accountants
with respect to its activities hereunder in connection with the preparation of
the
- 36 -
Trust's Form N-lA, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
11. Reports to Trust by Independent Public Accountants
--------------------------------------------------
The Custodian shall provide the Trust, on behalf of each of the
Portfolios at such times as the Trust may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian under
this Contract; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Trust to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.
12. Compensation of Custodian
-------------------------
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Trust on behalf of each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
---------------------------
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this
- 37 -
Contract and shall be held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be genuine and to
be signed by the proper party or parties, including any futures commission
merchant acting pursuant to the terms of a three-party futures or options
agreement. The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Contract, but shall be kept indemnified by
and shall be without liability to the Trust for any action taken or omitted by
it in good faith without negligence. It shall be entitled to rely on and may act
upon advice of legal counsel (who may be legal counsel for the Trust) on all
matters, and shall be without liability for any action reasonably taken or
omitted by it without negligence pursuant to such advice.
The Custodian shall be liable for the acts or omissions of a
foreign banking institution appointed pursuant to the provisions of Article 3 to
the same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Article 3.10)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by paragraph 3.11 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Trust to maintain custody or any
securities or cash of the Trust in a foreign country including, but not limited
to, losses resulting from
- 38 -
nationalization, expropriation, currency restrictions, or acts of war
or terrorism.
If the Trust on behalf of a Portfolio requires the Custodian to
take any action with respect to securities, which action involves the payment of
money or which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Trust or the Portfolio being liable for
the payment of money or incurring liability of some other form, the Trust on
behalf of the Portfolio, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Trust requires the Custodian, its affiliates, subsidiaries
or agents, to advance cash or securities for any purpose (including but not
limited to securities settlements, foreign exchange contracts and assumed
settlement) for the benefit of a Portfolio including the purchase or sale of
foreign exchange or of contracts for foreign exchange or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the applicable Portfolio shall be security
therefor and should the Trust fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement.
- 39 -
14. Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however that the Custodian shall not with respect to a Portfolio act under
Section 2.10 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of Trustees of the Trust has
approved the initial use of a particular Securities System by such Portfolio and
the receipt of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Trustees has reviewed the use by such Portfolio of such
Securities System, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended and that the Custodian shall not with respect to
a Portfolio act under Section 2.10A hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper System by such
Portfolio and the receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has reviewed the use by such
Portfolio of the Direct Paper System; provided further, however, that the Trust
shall not amend or terminate this Contract in contravention of any applicable
federal or state
- 40 -
regulations, or any provision of the Declaration of Trust, and further provided,
that the Trust on behalf of one or more of the Portfolios may at any time by
action of its Board of Trustees (i) substitute another bank or trust company for
the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as
may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
15. Successor Custodian
-------------------
If a successor custodian for the Trust, of one or more of the
Portfolios shall be appointed by the Board of Trustees of the Trust, the
Custodian shall, upon termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of each
such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of Trustees of the Trust, deliver at the
- 41 -
office of the Custodian and transfer such securities, funds and other properties
in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment Company Act of
1940, doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and
- 42 -
other properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
16. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Contract, the Custodian
and the Trust on behalf of each of the Portfolios, may from time to time agree
on such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Declaration of Trust of the
Trust. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Contract.
17. Additional Portfolios
---------------------
In the event that the Trust establishes one or more series of
Shares in addition to CIGNA International Stock Fund with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
- 43 -
18. Massachusetts Law to Apply
--------------------------
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
19. Prior Contracts
---------------
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Trust on behalf of each of the Portfolios and the
Custodian relating to the custody of the Trust's assets.
20. Trust Liability
---------------
Copies of the Master Trust Agreement, as amended, establishing
CIGNA Institutional Funds Group (the "Trust") are on file with the Secretary of
the Commonwealth of Massachusetts, and notice is hereby given that this
Agreement is executed on behalf of the Trust by officers of the Trust as
officers and not individually and that the obligations of or arising out of this
Agreement are not binding upon any of the Trustees, officers, shareholders,
employees or agents of the Trust individually but are binding only upon the
assets and property of the Trust.
- 44 -
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the 5th day of January, 1993.
ATTEST CIGNA INSTITUTIONAL FUNDS GROUP
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
----------------------------------- --------------------------------------
Secretary Vice President and Treasurer
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------ --------------------------------------
Assistant Secretary Senior Vice President
- 45 -
Schedule A
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The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Trustees of CIGNA Institutional
Funds Group for use as sub-custodians for the CIGNA International Stock Fund's
securities and other assets:
(Insert banks and securities depositories)
Certified:
--------------------------------
Trust's Authorized Officer
Date:
---------------------------
- 46 -
DATA ACCESS ADDENDUM TO CUSTODIAN AGREEMENT
-------------------------------------------
AGREEMENT between each fund listed on Appendix A, (individually a
"Fund" and collectively, the "Funds") as amended from time to time, and State
Street Bank and Trust Company ("State Street").
PREAMBLE
WHEREAS, State Street has been appointed as custodian of certain assets
of each Fund pursuant to a certain Custodian Agreement (the "Custodian
Agreement") for each of the respective Funds;
WHEREAS, State Street has developed and utilizes proprietary accounting
and other systems, including State Street's proprietary Multicurrency HORIZON/R/
Accounting System, in its role as custodian of each Fund, and maintains certain
Fund-related data ("Fund Data") in databases under the control and ownership of
State Street (the "Data Access Services"); and
WHEREAS, State Street makes available to each Fund certain Data Access
Services solely for the benefit of the Fund, and intends to provide additional
services, consistent with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
agree as follows:
1. SYSTEM AND DATA ACCESS SERVICES
a. System. Subject to the terms and conditions of this Agreement, State
------
Street hereby agrees to provide each Fund with access to State Street's
Multicurrency HORIZON/R/ Accounting System and the other information systems
(collectively, the "System") as described in Attachment A, on a remote basis for
the purpose of obtaining reports, solely on computer hardware, system software
and telecommunication links, as listed in Attachment B (the "Designated
Configuration") of the Fund, or certain third parties approved by State Street
that serve as investment advisors or investment managers (the "Investment
Advisor") or independent auditors (the "Independent Auditors") of a Fund and
solely with respect to the Fund or on any designated substitute or back-up
equipment configuration with State Street's written consent, such consent not to
be unreasonably withheld.
b. Data Access Services. State Street agrees to make available to each
--------------------
Fund the Data Access Services subject to the terms and conditions of this
Agreement and data access operating standards and procedures as may be issued by
State Street from time to time. The ability of each Fund to originate electronic
instructions to State Street on behalf of each Fund in order to (i) effect the
transfer or movement of cash or securities held under custody by State
Street or (ii) transmit accounting or other information (such transactions are
referred to herein as "Client Originated Electronic Financial Instructions"),
and (iii) access data for the purpose of reporting and analysis, shall be deemed
to be Data Access Services for purposes of this Agreement.
c. Additional Services. State Street may from time to time agree to
-------------------
make available to a Fund additional Systems that are not described in the
attachments to this Agreement. In the absence of any other written agreement
concerning such additional systems, the term "System" shall include, and this
Agreement shall govern, a Fund's access to and use of any additional System made
available by State Street and/or accessed by the Fund.
2. NO USE OF THIRD PARTY SOFTWARE
State Street and each Fund acknowledge that in connection with the Data
Access Services provided under this Agreement, each Fund will have access,
through the Data Access Services, to Fund Data and to functions of State
Street's proprietary systems; provided, however that in no event will the Fund
have direct access to any third party systems-level software that retrieves data
for, stores data from, or otherwise supports the System.
3. LIMITATION ON SCOPE OF USE
a. Designated Equipment: Designated Location. The System and the Data
-----------------------------------------
Access Services shall be used and accessed solely on and through the Designated
Configuration at the offices of a Fund or the Investment Advisor or Independent
Auditor located in Hartford/Bloomfield Connecticut ("Designated Location").
b. Designated Configuration Trained Personnel. State Street shall be
------------------------------------------
responsible for supplying, installing and maintaining the Designated
Configuration at the Designated Location. State Street and each Fund agree that
each will engage or retain the services of trained personnel to enable both
State Street and the Fund to perform their respective obligations under this
Agreement. State Street agrees to use commercially reasonable efforts to
maintain the System so that it remains serviceable, provided, however, that
State Street does not guarantee or assure uninterrupted remote access use of the
System.
c. Scope of Use. Each Fund will use the System and the Data Access
------------
Services only for the processing of securities transactions, the keeping of
books of account for the Fund and accessing data for purposes of reporting and
analysis. Each Fund shall not, and shall cause its employees and agents not to
(i) permit any third party* to use the System or the Data Access Services, (ii)
sell, rent, license or otherwise use the System or the Data Access Services in
the operation of a service bureau or for any purpose other than as expressly
authorized under this Agreement, (iii) use the System or the Data Access
Services for any fund, trust or other investment vehicle without the prior
written consent of State Street, (iv) allow access to the System or the Data
Access Services through terminals or any other computer or telecommunications
facilities located outside the Designated Locations, (v) allow
*except its Investment Adviser
2
or cause any information (other than portfolio holdings, valuations of portfolio
holdings, and other information reasonably necessary for the management or
distribution of the assets of the Fund) transmitted from State Street's
databases, including data from third party sources, available through use of the
System or the Data Access Services to be redistributed or retransmitted to
another computer, terminal or other device for other than use for or on behalf
of the Fund or (vi) modify the System in any way, including without limitation,
developing any software for or attaching any devices or computer programs to any
equipment, system, software or database which forms a part of or is resident on
the Designated Configuration.
d. Other Locations. Except in the event of an emergency or of a planned
---------------
System shutdown, each Fund's access to services performed by the System or to
Data Access Services at the Designated Location may be transferred to a
different location only upon the prior written consent of State Street. In the
event of an emergency or System shutdown, each Fund may use any back-up site
included in the Designated Configuration or any other back-up site agreed to by
State Street, which agreement will not be unreasonably withheld. Each Fund may
secure from State Street the right to access the System or the Data Access
Services through computer and telecommunications facilities or devices complying
with the Designated Configuration at additional locations only upon the prior
written consent of State Street and on terms to be mutually agreed upon by the
parties.
e. Title. Title and all ownership and proprietary rights to the System,
-----
including any enhancements or modifications thereto, whether or not made by
State Street, are and shall remain with State Street.
f. No Modification. Without the prior written consent of State Street,
---------------
a Fund shall not modify, enhance or otherwise create derivative works based upon
the System, nor shall the Fund reverse engineer, decompile or otherwise attempt
to secure the source code for all or any part of the System.
g. Security Procedures. Each Fund shall comply with data access
-------------------
operating standards and procedures and with user identification or other
password control requirements and other security procedures as may be issued
from time to time by State Street for use of the System on a remote basis and to
access the Data Access Services. Each Fund shall have access only to the Fund
Data and authorized transactions agreed upon from time to time by State Street
and, upon notice from State Street, the Fund shall discontinue remote use of the
System and access to Data Access Services for any security reasons cited by
State Street; provided, that, in such event, State Street shall, for a period
not less than 180 days (or such other shorter period specified by the Fund)
after such discontinuance, assume responsibility to provide accounting services
under the terms of the Custodian Agreement.
h. Inspections. State Street shall have the right to inspect the use of
-----------
the System and the Data Access Services by the Fund and the Investment Advisor
to ensure compliance with this Agreement. The on-site inspections shall be upon
prior written notice to Fund and the Investment Advisor and at reasonably
convenient times and frequencies so as not to result in an unreasonable
disruption of the Fund's or the Investment Advisor's business.
3
4. PROPRIETARY INFORMATION
a. Proprietary Information. Each Fund acknowledges and State Street
-----------------------
represents that the System and the databases, computer programs, screen formats,
report formats, interactive design techniques, documentation and other
information made available to the Fund by State Street as part of the Data
Access Services and through the use of the System constitute copyrighted, trade
secret, or other proprietary information of substantial value to State Street,
Any and all such information provided by State Street to each Fund shall be
deemed proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). Each Fund agrees that it will hold such Proprietary
Information in confidence and secure and protect it in a manner consistent with
its own procedures for the protection of its own confidential information and to
take appropriate action by instruction or agreement with its employees who are
permitted access to the Proprietary Information to satisfy its obligations
hereunder. Each Fund further acknowledges that State Street shall not be
required to provide the Investment Advisor or the Investment Auditor with access
to the System unless it has first received from the Investment Advisor of the
Investment Auditor an undertaking with respect to State Street's Proprietary
Information in the form of Attachment C and/or Attachment C-1 to this Agreement.
Each Fund shall use all commercially reasonable efforts to assist State Street
in identifying and preventing any unauthorized use, copying or disclosure of the
Proprietary Information or any portions thereof or any of the logic, formats or
designs contained therein.
b. Cooperation. Without limitation of the foregoing, each Fund shall
-----------
advise State Street immediately in the event the Fund learns or has reason to
believe that any person to whom the Fund has given access to the Proprietary
Information, or any portion thereof, has violated or intends to violate the
terms of this Agreement, and each Fund will, at its expense, co-operate with
State Street in seeking injunctive or other equitable relief in the name of the
Fund or State Street against any such person.
c. Injunctive Relief. Each Fund acknowledges that the disclosure of any
-----------------
Proprietary Information, or of any information which at law or equity ought to
remain confidential, will immediately give rise to continuing irreparable injury
to State Street inadequately compensable in damages at law. In addition, State
Street shall be entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing undertakings, in addition to
any other legal remedies which may be available.
d. Survival. The provisions of this Section 4 shall survive the
--------
termination of this Agreement.
5. LIMITATION ON LIABILITY
4
a. Limitation on Amount and Time for Bringing Action. Each Fund agrees
-------------------------------------------------
any liability of State Street to the Fund or any third party arising out of
State Street's provision of Data Access Services or the System under this
Agreement shall be limited to the amount paid by the Fund for the preceding 24
months for such services. In no event shall State Street be liable to the Fund
or any other party for any special, indirect, punitive or consequential damages
even if advised of the possibility of such damages. No action, regardless of
form, arising out of this Agreement may be brought by the Fund more than two
years after the Fund has knowledge that the cause of action has arisen.
b. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE MADE BY STATE STREET. IN NO EVENT WILL STATE STREET BE
LIABLE TO THE FUND OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL OR INCIDENTAL
DAMAGES WHICH MAY ARISE FROM THE FUND'S ACCESS TO THE SYSTEM OR USE OF
INFORMATION OBTAINED THEREBY.
c. Third-Party Data. Organizations from which State Street may obtain
----------------
certain data included in the System or the Data Access Services are solely
responsible for the contents of such data, and State Street shall have no
liability for claims arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof.
d. Regulatory Requirements. As between State Street and each Fund, the
-----------------------
Fund shall be solely responsible for the accuracy of any accounting statements
or reports produced using the Data Access Services and the System and the
conformity thereof with any requirements of law.
e. Force Majeure. Neither State Street or a Fund shall be liable for
-------------
any costs or damages due to delay or nonperformance under this Agreement arising
out of any cause or event beyond such party's control, including without
limitation, cessation of services hereunder or any damages resulting therefrom
to the other party, or the Fund as a result of work stoppage, power or other
mechanical failure, computer virus, natural disaster, governmental action, or
communication disruption.
6. INDEMNIFICATION
Each Fund agrees to indemnify and hold State Street harmless from any
loss, damage or expense including reasonable attorney's fees, (a "loss")
suffered by State Street arising from (i) the negligence or willful misconduct
in the use by the Fund of the Data Access Services or the System, including any
loss incurred by State Street resulting from a security breach at the Designated
Location or committed by the Fund's employees or agents or the Investment
Advisor or the Independent Auditor of the Fund and (ii) any loss resulting from
incorrect Client Originated Electronic Financial Instructions. State Street
shall be entitled to rely on the validity and authenticity of Client Originated
Electronic Financial Instructions without
5
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by State Street from time to
time.
7. FEES
Fees and charges for the use of the System and the Data Access Services
and related payment terms shall be as set forth in the Custody Fee Schedule in
effect from time to time between the parties (the "Fee Schedule"). Any tariffs,
duties or taxes imposed or levied by any government or governmental agency by
reason of the transactions contemplated by this Agreement, including, without
limitation, federal, state and local taxes, use, value added and personal
property taxes (other than income, franchise or similar taxes which may be
imposed or assessed against State Street) shall be borne by each Fund. Any
claimed exemption from such tariffs, duties or taxes shall be supported by
proper documentary evidence delivered to State Street.
8. TRAINING, IMPLEMENTATION AND CONVERSION
a. Training. State Street agrees to provide training, at a designated
--------
State Street training facility or at the Designated Location, to the Fund's
personnel in connection with the use of the System on the Designated
Configuration. Each Fund agrees that it will set aside, during regular business
hours or at other times agreed upon by both parties, sufficient time to enable
all operators of the System and the Data Access Services, designated by the
Fund, to receive the training offered by State Street pursuant to this
Agreement.
b. Installation and Conversion. State Street shall be responsible for
---------------------------
the technical installation and conversion ("Installation and Conversion") of the
Designated Configuration. Each Fund shall have the following responsibilities in
connection with Installation and Conversion of the System:
(i) The Fund shall be solely responsible for the timely
acquisition and maintenance of the hardware and software that
attach to the Designated Configuration in order to use the
Data Access Services at the Designated Location.
(ii) State Street and the Fund each agree that they will assign
qualified personnel to actively participate during the
Installation and Conversion phase of the System implementation
to enable both parties to perform their respective obligations
under this Agreement.
9. SUPPORT
During the term of this Agreement, State Street agrees to provide the
support services set out in Attachment D to this Agreement.
10. TERM OF AGREEMENT
6
a. Term of Agreement. This Agreement shall become effective on the date
-----------------
of its execution by State Street and shall remain in full force and effect until
terminated as herein provided.
b. Termination of Agreement. Any party may terminate this Agreement (i)
------------------------
for any reason by giving the other parties at least one-hundred and eighty days'
prior written notice in the case of notice of termination by State Street to the
Fund or thirty days' notice in the case of notice from the Fund to State Street
of termination; or (ii) immediately for failure of the other party to comply
with any material term and condition of the Agreement by giving the other party
written notice of termination. In the event the Fund shall cease doing business,
shall become subject to proceedings under the bankruptcy laws (other than a
petition for reorganization or similar proceeding) or shall be adjudicated
bankrupt, this Agreement and the rights granted hereunder shall, at the option
of State Street, immediately terminate with notice to the Fund. Termination of
this Agreement with respect to any given Fund shall in no way affect the
continued validity of this Agreement with respect to any other Fund. This
Agreement shall in any event terminate as to any Fund within 90 days after the
termination of the Custodian Agreement applicable to such Fund.
c. Termination of the Right to Use. Upon termination of this Agreement
-------------------------------
for any reason, any right to use the System and access to the Data Access
Services shall terminate and the Fund shall immediately cease use of the System
and the Data Access Services. Immediately upon termination of this Agreement for
any reason, the Fund shall return to State Street all copies of documentation
and other Proprietary Information in its possession; provided, however, that in
the event that either State Street or the Fund terminates this Agreement or the
Custodian Agreement for any reason other than the Fund's breach, State Street
shall provide the Data Access Services for a period of time and at a price to be
agreed upon by State Street and the Fund.
11. MISCELLANEOUS
a. Assignment: Successors. This Agreement and the rights and
----------------------
obligations of each Fund and State Street hereunder shall not be assigned by any
party without the prior written consent of the other parties, except that State
Street may assign this Agreement to a successor of all or a substantial portion
of its business, or to a party controlling, controlled by, or under common
control with State Street.
b. Survival. All provisions regarding indemnification, warranty,
--------
liability and limits thereon, and confidentiality and/or protection of
proprietary rights and trade secrets shall survive the termination of this
Agreement.
c. Entire Agreement. This Agreement and the attachments hereto
----------------
constitute the entire understanding of the parties hereto with respect to the
Data Access Services and the use of the System and supersedes any and all prior
or contemporaneous representations or
7
agreements, whether oral or written, between the parties as such may relate to
the Data Access Services or the System, and cannot be modified or altered except
in a writing duly executed by the parties. This Agreement is not intended to
supersede or modify the duties and liabilities of the parties hereto under the
Custodian Agreement or any other agreement between the parties hereto except to
the extent that any such agreement specifically refers to the Data Access
Services or the System. No single waiver or any right hereunder shall be deemed
to be a continuing waiver.
d. Severability. If any provision or provisions of this Agreement shall
------------
be held to be invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
e. Governing Law. This Agreement shall be interpreted and construed in
-------------
accordance with the internal laws of The Commonwealth of Massachusetts without
regard to the conflict of laws provisions thereof.
8
IN WITNESS WHEREOF, each of the undersigned Funds severally
has caused this Agreement to be duly executed in its name and through its duly
authorized officer as of the date hereof.
STATE STREET BANK AND TRUST
COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Executive Vice President
---------------------------------
Date:
----------------------------------
EACH FUND LISTED, ON APPENDIX A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
------------------------------------
Title: Vice President and Treasurer
---------------------------------
Date: 8/18/97
----------------------------------
COPIES OF THE MASTER TRUST AGREEMENT ESTABLISHING
THE TRUST ARE ON FILE WITH THE SECRETARY OF THE
COMMONWEALTH OF MASSACHUSETTS, AND NOTICE IS HEREBY
GIVEN THAT THIS DOCUMENT IS EXECUTED ON BEHALF OF
THE TRUST BY AN OFFICER OF THE TRUST AS AN OFFICER
OF THE TRUST AND NOT INDIVIDUALLY AND THAT ANY
OBLIGATIONS OF OR ARISING OUT OF THIS DOCUMENT ARE
NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS,
SHAREHOLDERS, EMPLOYEES OR AGENT OF THE TRUST
INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS
AND PROPERTY OF THE TRUST.
APPENDIX A
CIGNA Funds Group
CIGNA High Income Shares
CIGNA Institutional Funds Group
CIGNA Variable Products Group
INA Investment Securities, Inc.
ATTACHMENT A
Multicurrency HORIZON/R/ Accounting System
System Product Description
--------------------------
1. The Multicurrency HORIZON/R/ Accounting System is designed to provide lot
level portfolio and general ledger accounting for SEC and ERISA type
requirements and includes the following services: 1) recording of general ledger
entries; 2) calculation of daily income and expense; 3) reconciliation of daily
activity with the trial balance, and 4) appropriate automated feeding mechanisms
to (i) domestic and international settlement systems, (ii) daily, weekly and
monthly evaluation services, (iii) portfolio performance and analytic services,
(iv) Fund's internal computing systems and (v) various State Street provided
information services products.
II. GlobalQuest/R/ GlobalQuest/R/ is designed to provide Fund access to the
-----------
following information maintained on The Multicurrency HORIZON/R/ Accounting
System: 1) cash transactions and balances; 2) purchases and sales; 3) income
receivables; 4) tax refund receivables; 5) daily priced positions; 6) open
trades; 7) settlement status; 8) foreign exchange transactions; 9) trade
history; and 10) daily, weekly and monthly evaluation services.
ATTACHMENT B ADVISOR
CIGNA INVESTMENT
MANAGEMENT, INC.
-------------------
STATE STREET [PC GRAPHIC APPEARS HERE]
BANK AND
TRUST
COMPANY
MULTICURRENCY Software is installed for access.
HORIZON/R/ AND Click on icon for access.
GLOBALQUEST/R/
-------------------
CIGNA FUNDS
DIAL UP ACCESS
CONFIGURATION
ATTACHMENT C
Undertaking
The undersigned understands that in the course of employment as
Investment Advisor to each fund listed on Appendix A (individually a, "Fund",
collectively, the "Funds"), as amended from time to time, it will have access to
State Street Bank and Trust Company's ("State Street") Multicurrency/R/
Accounting System and other information systems (collectively, the "System").
The undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive design
techniques, documentation, and other information made available to the
Undersigned by State Street as part of the Data Access Services provided to the
Fund and through the use of the System constitute copyrighted, trade secret, or
other proprietary information of substantial value to State Street. Any and all
such information provided by State Street to the Undersigned shall be deemed
proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in a manner
consistent with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or agreement with its
employees who are permitted access to the Proprietary Information to satisfy its
obligations hereunder.
The Undersigned will not attempt to intercept data, gain access to data
in transmission, or attempt entry into any system or files for which it is not
authorized. It will not intentionally adversely affect the integrity of the
System through the introduction of unauthorized code or data, or through
unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System
and access to the Data Access Services shall terminate and the Undersigned shall
immediately cease use of the System and the Data Access Services. Immediately
upon notice by State Street for any reason, the Undersigned shall return to
State Street all copies of documentation and other Proprietary Information in
its possession.
CIGNA INVESTMENTS, INC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
----------------------------------
Title: Assistant Vice President
-------------------------------
Date: 10/31/97
--------------------------------
ATTACHMENT C- I
Undertaking
The undersigned understands that in the course of its employment
as Independent Auditor to each fund listed on Appendix A (individually a,
"Fund", collectively, the "Funds"), as amended from time to time, it will have
access to State Street Bank and Trust Company's ("State Street") Multicurrency
HORIZON/R/ Accounting System and other information systems (collectively, the
"System").
The undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive design
techniques, documentation, and other information made available to the
Undersigned by State Street as part of the Data Access Services provided to the
Fund and through the use of the System constitute copyrighted, trade secret, or
other proprietary information of substantial value to State Street. Any and all
such information provided by State Street to the Undersigned shall be deemed
proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in a manner
consistent with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or agreement with its
employees who are permitted access to the Proprietary Information to satisfy its
obligations hereunder.
The Undersigned will not attempt to intercept data, gain access
to data in transmission, or attempt entry into any system or files for which it
is not authorized. It will not intentionally adversely affect the integrity of
the System through the introduction of unauthorized code or data, or through
unauthorized deletion.
Upon notice by State Street for any reason, any right to use the
System and access to the Data Access Services shall terminate and the
Undersigned shall immediately cease use of the System and the Data Access
Services. Immediately upon notice by State Street for any reason, the
Undersigned shall return to State Street all copies of documentation and other
Proprietary Information in its possession.
[Independent Auditor]
By: /s/ Price Waterhouse LLP
-------------------------------------
Title:
----------------------------------
Date: 11/5/97
-----------------------------------
ATTACHMENT D
Support
During the term of this Agreement, State Street agrees to provide the
following on-going support services:
a. Telephone Support. The Fund Designated Persons may contact State
-----------------
Street's HORIZON/R/ Help Desk and Fund Assistance Center between the hours of 8
a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining
answers to questions about the use of the System, or to report apparent problems
with the System. From time to time, the Fund shall provide to State Street a
list of persons, not to exceed five in number, who shall be permitted to contact
State Street for assistance (such persons being referred to as "the Fund
Designated Persons").
b. Technical Support. State Street will provide technical support to
-----------------
assist the Fund in using the System and the Data Access Services. The total
amount of technical support provided by State Street shall not exceed 10
resource days per year. State Street shall provide such additional technical
support as is expressly set forth in the fee schedule in effect from time to
time between the parties (the "Fee Schedule"). Technical support, including
during installation and testing, is subject to the fees and other terms set
forth in the Fee Schedule.
c. Maintenance Support. State Street shall use commercially
-------------------
reasonable efforts to correct system functions that do not work according to the
System Product Description as set forth on Attachment A in priority order in the
next scheduled delivery release or otherwise as soon as is practicable.
d. System Enhancements. State Street will provide to the Fund any
-------------------
enhancements to the System developed by State Street and made a part of the
System; provided that, sixty (60) days prior to installing any such enhancement,
State Street shall notify the Fund and shall offer the Fund reasonable training
on the enhancement. Charges for system enhancements shall be as provided in the
Fee Schedule. State Street retains the right to charge for related systems or
products that may be developed and separately made available for use other than
through the System.
e. Custom Modifications. In the event the Fund desires custom
--------------------
modifications in connection with its use of the System, the Fund shall make a
written request to State Street providing specifications for the desired
modification. Any custom modifications may be undertaken by State Street in its
sole discretion in accordance with the Fee Schedule.
f. Limitation on Support. State Street shall have no obligation to
---------------------
support the Fund's use of the System: (1) for use on any computer equipment or
telecommunication facilities which does not conform to the Designated
Configuration or (ii) in the event the Fund has modified the System in breach of
this Agreement.
[STATE STREET LOGO APPEARS HERE]
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
CIGNA FUNDS
EFFECTIVE JULY 1, 1992
--------------------------------------------------------------------------------
I. ADMINISTRATION
--------------
Custody, Portfolio and Fund Accounting Service - Maintain custody of
------------------------------------------------
fund assets. Settle portfolio purchases and sales. Report buy and sell
fails. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial
balance. Calculate net asset value daily. Provide selected general
ledger reports.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
Custody, Portfolio
Fund Net Assets and Fund Accounting
--------------- -------------------
First $20 Million 1/10 of 1%
Next $80 Million 1/30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charges - Domestic Portfolio $1,000
- International Portfolio $2,000**
* New Fund Phase In - No Base Fee on new domestic funds for months 1-3.
* The administration fee for international funds reflects portfolio and
fund accounting services only. Custody fees are listed separately in
Section II.
II. Global Custody
--------------
Includes: Maintaining custody of fund assets. Settling portfolio
purchases and sales. Reporting buy and sell fails. Determining and
collecting portfolio income. Making cash disbursements and reporting
cash transactions. Monitoring corporate actions. Withholding foreign
taxes. Filing foreign tax reclaims.
A. Holding Fees (basis points per portfolio per annum):
------------
Group I Group II Group III Group IV Group V Group VI
------- -------- --------- -------- ------- --------
Denmark Australia Austria Belgium Hong Kong Argentina
Euroclear Canada Ireland Finland Italy Brazil
Germany France Netherlands Indonesia Spain Chile
Japan Norway Singapore Malaysia Thailand Greece
New Zealand U. Kingdom Switzerland Sweden Mexico
Philippines
Turkey
GROUP GROUP GROUP GROUP GROUP GROUP
USA I II III IV V VI
--- - -- --- -- - --
First $ 50 Million 3.0 7.0 9.0 11.0 14.0 20.0 30.0
Next $50 Million 2.0 6.0 8.0 10.0 13.0 18.0 30.0
Over $100 Million 1.0 5.0 7.0 8.0 11.0 15.0 30.0
B. TRANSACTION CHARGES (US dollars):
USA- See Group I Group II Group III Group IV Group V GROUP VI
--- ------- -------- --------- -------- ------- --------
itemized
fee schedule $30 $60 $75 $100 $125 Greece*-
Canada Austria Australia Argentina Indonesia 20 basis
Euroclear Chile Brazil Belgium Philippines pts per
Germany Hong Kong Ireland Denmark settlement
Japan Italy Mexico Finland min $10.00
Netherlands Spain France Portugal-
Switzerland Sweden New Zealand Turkey*-
United Kingdom Sweden Norway .50 per
Thailand Singapore security
settled
max $7,500
min $250
*Transaction charge waived if brokerage provided by National Securities Company.
III. Portfolio Trades
----------------
For each line item processed:
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $15.00
New York Physical Settlements $30.00
All other trades $16.00
Boston Book Entry $20.00
Maturity Collections $ 8.00
IV. Options
-------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. Lending-of Securities
---------------------
Deliver loaned securities versus cash
collateral $20.00
Deliver loaned securities versus securities
collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of
loaned securities $15.00
Deliver securities collateral versus receipt
of loaned securities $25.00
Loan administration -- ▇▇▇▇-to-market per
day, per loan $ 3.00
VI. Interest Rate Futures
---------------------
Transactions -- no security movement $ 8.00
VII. Coupon Bonds
------------
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VIII. Holdings Charge
---------------
For each issue maintained -- monthly charge $ 5.00
IX. Principal Reduction Payments
----------------------------
Per Paydown $10.00
X. Dividend Charges (For items held at the Request
----------------
of Traders over record date in street form) $75.00
XI. Special Services
----------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments
and the preparation of special reports will be subject to negotiation.
Fees for tax accounting/recordkeeping for options, financial futures,
and other special items will be negotiated separately.
XII. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will
be made as of the end of each month. Out-of-pocket expenses include,
but are not limited to the following:
Telephone
Wire Charges ($4.75 per wire in and $4.55 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15 each
Rapicom lease and supplies
XIII. Payment
-------
The above fees are expected to be paid within 30 days of receipt of
invoice.
CIGNA INSTITUTIONAL FUNDS GROUP
-------------------------------
CIGNA International Stock Fund
CIGNA Annuity Funds Group
-------------------------
CIGNA Annuity Money Market Fund
CIGNA Annuity Income Fund
CIGNA Annuity Equity Fund
CIGNA Annuity Growth & Income Fund
CIGNA Annuity Aggressive Equity Fund
CIGNA Variable Products Group
-----------------------------
CIGNA Companion Fund
INA Investment Securities, Inc.
CIGNA High Income Shares
Copies of the Master Trust Agreements establishing CIGNA Institutional Funds
Group, CIGNA Annuity Funds Group, CIGNA Variable Products Group and CIGNA High
Income Shares (the "Trusts"), are on file with the Secretary of the Commonwealth
of Massachusetts, and notice is hereby given that this agreement is executed on
behalf of Trusts by an officer of the Trusts, as an officer and not
individually, and that the obligations of or arising out of this agreement are
not binding upon any of the trustees, officers, shareholders, employees, agents
or any subsequent series of the Trusts, either individually or collectively, but
are binding only upon the assets or property of the series of the Trusts listed
above.
For each of the above:
CIGNA FUNDS STATE STREET BANK AND TRUST CO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------- -------------------------------
Title: Vice President Title: Vice President
------------------------------- ----------------------------
Date: 11/19/90 Date: 11/19/90
-------------------------------- -----------------------------