Exhibit 99.8
SEVENTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Seventh Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUND, SERIES S-3, a Pennsylvania
common law trust organized and existing under the laws of the state of
Pennsylvania and having a principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Fund"), and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian, Fund
Accounting and Recordkeeping Agreement dated December 31, 1979, as most recently
amended January 1, 1989 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit (the
"Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the Fund's proportionate share of the face
amount of the Letter of Credit;
WHEREAS: the Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto hereby amend the Custodian Contract as
follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain a
segregated account (the "Letter of Credit Custody Account") for and on
behalf of the Fund as contemplated by [Section II, Paragraph 3N (iv)
of the Custodian Contract] for the purpose of collateralizing the
Fund's obligations under this Amendment to the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall hold
in the Letter of Credit Custody Account cash, certificates of deposit,
U.S. government securities or other high-grade debt securities owned
by the Fund acceptable to the Custodian (collectively "Collateral
Securities") equal to 100% of the Fund's proportionate share of the
face amount which the Company may draw under the Letter of Credit.
Upon receipt of such Collateral Securities in the Letter of Credit
Custody Account, the Custodian shall issue the Letter of Credit to the
Company.
4. The Fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit
Custody Account (the "Collateral") to secure the performance of the
Fund's obligations to the Custodian with respect to the Letter of
Credit, including, without limitation, under Section 5-144(3) of the
Uniform Commercial Code. The Fund shall register the pledge of
Collateral and execute and deliver to the Custodian such powers and
instruments of assignment as may be requested by the Custodian to
evidence and perfect the limited interest in the Collateral granted
hereby.
5. The Collateral Securities in the Letter of Credit Custody Account may
be substituted or exchanged (including substitutions or exchanges
which increase or decrease the aggregate value of the Collateral) only
pursuant to Proper Instructions from the Fund after the Fund notifies
the Custodian of the contemplated substitution or exchange and the
Custodian agrees that such substitution or exchange is acceptable to
the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the Letter
of Credit Custody Account Collateral Securities in an amount equal in
value to the amount actually so paid. The Custodian shall have with
respect to the Collateral so withdrawn all of the rights of a secured
creditor under the Uniform Commercial Code as adopted in the
Commonwealth of Massachusetts at the time of such withdrawal and all
other rights granted or permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian receives
Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become
payable to it under the Letter of Credit and the withdrawal of all
Collateral Securities with respect thereto by the Custodian pursuant
to Section 6 hereof, or upon the termination of the Letter of Credit
by the Fund with the written consent of the Company, the Custodian
shall transfer any Collateral Securities then remaining in the Letter
of Credit Custody Account to another fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment to
Custodian Contract. The Collateral shall at all times until withdrawn
pursuant to Section 6 hereof remain the property of the Fund, subject
only to the extent of the interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian Contract, the
Custodian Contract shall remain in full force and effect with respect
to the Letter of Credit Custody Account until transfer of all
Collateral Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in connection
with the Letter of Credit Custody Account as agreed upon from time to
time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby shall be governed by, and
construed and interpreted under, the laws of the Commonwealth of
Massachusetts.
13. The parties agree to execute and deliver all such further documents
and instruments and to take such further action as may be required to
carry out the purposes of the Custodian Contract, as amended hereby.
14. Except as provided in this Amendment, the Custodian Contract shall
remain in full force and effect, without amendment or modification,
and all applicable provisions of the Custodian Contract, as amended
hereby, shall govern the Letter of Credit Custody Account and the
rights and obligations of the Fund and the Custodian under this
Amendment to Custodian Contract. No provision of this Amendment to
Custodian Contract shall be deemed to constitute a waiver of any
rights of the Custodian under the Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 8th day of
February, 1990.
ATTEST: KEYSTONE CUSTODIAN FUND,
SERIES S-3
By: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------- --------------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- --------------------------
Assistant Secretary Vice President
SIXTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Sixth Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUND, SERIES S-3 ("Fund") and STATE
STREET BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 and
amended through January 1, 1989 ("Agreement"), is made by and between the Fund
and State Street as of February 8, 1990.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section II is amended by deleting Paragraph 8 and by inserting the
following as Paragraph 7A:
" ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ for its services as Custodian
such compensation as specified in the existing Schedule A. Such
compensation shall remain fixed until March 31, 1990 unless this Agreement
is terminated as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUND,
SERIES S-3
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
ATTEST: STATE STREET BANK AND
TRUST COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Vice President
FIFTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, INC. AS TRUSTEE OF
KEYSTONE CUSTODIAN FUND, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Fifth Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC. AS TRUSTEE OF KEYSTONE
CUSTODIAN FUND, SERIES S-3 ("Fund") and STATE STREET BANK AND TRUST COMPANY
("State Street"), dated December 31, 1979 and amended through September 1, 1988
("Agreement") is made by and between the Fund and State Street as of January 1,
1989.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section 3-D of Section II entitled, Purchases is amended by concluding
the first sentence of such paragraph with the following:
"or, upon receipt by State Street of a facsimile copy of a letter of
understanding with respect to a time deposit account of the Fund signed by
any bank, whether domestic or foreign, and pursuant to Proper Instructions
from the Fund as defined in Section 5-A, for transfer to the time deposit
account of the Fund in such bank; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank."
2. Section II is amended by deleting existing Paragraph 7 and by inserting
the following as Paragraphs 7 and 8:
" 7. Lien on Assets. If the Fund requires State Street to advance cash or
securities for any purpose or in the event that State Street or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the Fund shall be security therefor and should the
Fund fail to repay State Street promptly, State Street shall be entitled to
utilize available cash and to dispose of the Fund assets to the extent
necessary to obtain reimbursement.
8. The Fund shall pay State Street for its services as Custodian such
compensation as shall be specified in the attached Exhibit A. Such
compensation shall remain fixed until December 31, 1989, unless this
Agreement is terminated as provided in Section 8A."
3. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST:
KEYSTONE CUSTODIAN FUNDS,
INC. AS TRUSTEE OF
KEYSTONE CUSTODIAN FUND,
SERIES S-3
/s/ ▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
-------------------------- ------------------------
President
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ J. Medea By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- ------------------------
Vice President
FOURTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE OF
KEYSTONE CUSTODIAN FUND, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Fourth Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC. AS TRUSTEE OF KEYSTONE
CUSTODIAN FUND, SERIES S-3 ("Fund") and STATE STREET BANK AND TRUST COMPANY
("State Street"), dated December 31, 1979 and amended through December 31, 1984
("Agreement") is made by and between the Fund and State Street as of September
1, 1988.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement as follows:
1. Section II, Paragraph 3(K) is amended by inserting the following
language after Paragraph 3(J) and by renumbering existing Paragraph 3(K) as
Paragraph 3(L):
"K. Compliance with Applicable Rules and Regulations of The Options
Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of proper instructions, deliver securities in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Securities Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc.("NASD"), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund; or, upon receipt of proper
instructions, deliver securities in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract market, or
any similar organization or organizations, regarding account deposits in
connection with transactions by the Fund."
2. Existing Section II, Paragraph 3(L) is renumbered as Paragraph 3(M).
3. The following language is inserted after new Section II, Paragraph
3(M) as Paragraph 3(N):
"N. Segregated Account. The Custodian shall upon receipt of proper
instructions, establish and maintain a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Paragraph 3(B) hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv), for other
proper corporate purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certified copy of a resolution of the
Board of Trustees signed by an officer of the Fund 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."
4. Existing Section II, Paragraphs 3(M) and 3(N) are renumbered as
Paragraphs 3(O) and 3(Q).
5. The following language in inserted after new Section II, Paragraph
3(O) as Paragraph 3(P):
P. Property of the Fund Held Outside of the United States
1) Appointment of Foreign Subcustodians. State Street is authorized and
instructed to employ as Subcustodians for the Fund's securities and other assets
maintained outside of the United States the foreign banking institutions and
foreign securities depositories designated on Schedule C hereto ("Foreign
Subcustodians"). Upon receipt of proper instructions, together with a certified
resolution of the Fund's Board of Trustees, State Street and the Fund may agree
to amend Schedule C hereto from time to time to designate additional foreign
banking institutions and foreign securities depositories to act as Foreign
Subcustodians. Upon receipt of proper instructions from the Fund, State Street
shall cease the employment of any one or more of such Subcustodians for
maintaining custody of the Fund's assets.
(2) Assets to be Held. State Street shall limit the securities and other
assets maintained in the custody of the Foreign Subcustodians to: (a) "foreign
securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment
Company Act of 1940 (1940 Act), and (b) cash and cash equivalents in such
amounts as State Street or the Fund may determine to be reasonably necessary to
effect the Fund s foreign securities transactions.
(3) Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by State Street and the Fund, assets of the Fund shall be maintained
in foreign securities depositories only through arrangements implemented by the
foreign banking institutions serving as Foreign Subcustodians pursuant to the
terms hereof.
(4) Segregation of Securities. State Street shall identify on its books as
belonging to the Fund, the foreign securities of the Fund held by each Foreign
Subcustodian. Each agreement pursuant to which State Street employs a foreign
banking institution shall require that such institution establish a custody
account for State Street on behalf of the Fund, and physically segregate in that
account, securities and other assets of the Fund, and, in the event that such
institution deposits the Fund's securities in a foreign securities depository,
that it shall identify on its books as belonging to State Street, as agent for
the Fund, the securities so deposited (all collectively referred to as the
"account").
(5) Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall be substantially in the form set forth in
Schedule D hereto and shall provide that: (a) the Fund's assets 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; (b) the Foreign
Subcustodian shall maintain insurance covering the Fund's assets,(c) beneficial
ownership for the Fund's assets will be freely transferable without the payment
of money or value other than for custody or administration; (d) adequate records
will be maintained identifying the assets as belonging to the Fund; (e) officers
of or auditors employed by, or other representatives of State Street, including
to the extent permitted under applicable law the independent public accountants
for the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with State
Street; (f)assets of the Fund held by the Foreign Subcustodian will be subject
only to the instructions of State Street or its agents; and (g)the Foreign
Subcustodian will provide periodic reports with respect to the safekeeping of
the Fund's assets, including notification of any transfer to or from the Fund's
account;
(6) Access of Independent Accountants of the Fund. Upon request of the
Fund, State Street will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of any
foreign banking institution employed as a Foreign Subcustodian insofar as such
books and records relate to the performance of such foreign banking institutions
under its agreement with State Street.
(7) Reports by State Street. State Street will supply to the Fund from time
to time, as mutually agreed upon, statements in respect of the securities and
other assets of the Fund held by Foreign Subcustodians, including but not
limited to an identification of entities having possession of the Fund's
securities and other assets and advices or notifications of any transfers of
securities of or from each custodial account maintained by a foreign banking
institution for State Street on behalf of the Fund indicating, as to securities
acquired for the Fund, the identity of the entity having physical possession of
such securities.
(8) Transactions in Foreign Custody Account. (a) Upon receipt of proper
instructions, which may be continuing instructions when deemed appropriate by
the parties, State Street shall make or cause its Foreign Subcustodian to
transfer, exchange or deliver foreign securities owned by the Fund, but, except
to the extent explicitly provided in this Section II(3)(P), only in any of the
cases specified in this Agreement; (b) upon receipt of proper instructions,
which may be continuing instructions when deemed appropriate by the parties,
State Street shall pay out or cause its Foreign Subcustodians to pay out monies
of the Fund, but, except to the extent explicitly provided in this Section
II(3)(P), only in any of the cases specified in this Agreement; (c)
notwithstanding any provision of this Agreement to the contrary, settlement and
payment for securities received for the account of the Fund and delivery of
securities maintained for the account of the Fund may be effected in accordance
with the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer; (d) securities maintained in the
custody of a Foreign Subcustodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section II, Paragraphs (2) and (3)(P)
of this Agreement and the Fund agrees to hold any such nominee harmless from any
liability as a holder of record of such securities.
(9) Liability of Foreign Subcustodians. Each agreement pursuant to which
State Street employs a foreign banking institution as a Foreign Subcustodian
shall require the institution to exercise reasonable care in the performance of
its duties and to indemnify, and hold harmless, State Street and Fund from and
against any loss, damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations. At the
election of the Fund, it shall be entitled to be subrogated to the rights of
State Street with respect to any claims against a foreign banking institution as
a consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.
(10) Liability of State Street. State Street shall be liable to the Fund
for the acts or omissions of a foreign banking institution appointed pursuant to
these provisions to the same extent that such foreign banking institution is
liable to State Street as provided under Section 3(P)(9); provided however that
State Street shall not be liable to the Fund for any loss resulting from or
caused by nationalization, expropriation, currency restrictions, acts of war or
terrorism or other similar events or acts.
(11) Monitoring Responsibilities. State Street shall furnish annually to
the Fund, during the month of June, information concerning the Foreign
Subcustodians employed by State Street. Such information shall be similar in
kind and scope to that furnished to the Fund in connection with the initial
approval of this Agreement. In addition, State Street will promptly inform the
Fund in the event that State Street learns of a material adverse change in the
financial condition of a Foreign Subcustodian or any material loss in the assets
of the Fund, or is notified by a foreign banking institution employed as a
Foreign Subcustodian 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 $200
million (in each case computed in accordance with generally accepted U.S.
accounting principles.)
(12) Branches of U.S. Banks. Except as otherwise set forth in this
Agreement, the provisions hereof shall not apply where the custody of the Fund
assets maintained in a foreign branch of a banking institution which is a "bank"
as defined by Section 2(a)-(5) of the 1940 Act which meets the qualifications
set forth in Section 26(a) of the 1940 Act. The appointment of any such branch
as a subcustodian shall be governed by Paragraph 6-C of Section II of this
Agreement."
10. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST:
KEYSTONE CUSTODIAN FUNDS,
INC. AS TRUSTEE OF
KEYSTONE CUSTODIAN FUND,
SERIES S-3
/s/ ▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
-------------------------- ------------------------
President
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- ------------------------
Vice President
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK FOR
MUTUAL FUND CLIENTS
FISCAL SHAREHOLDERS
COUNTRY BANK YEAR END EQUITY US$
------- ---- -------- ------------
AUSTRALIA ANZ BANKING GROUP LTD. 09/30 $2.221 Billion
AUSTRIA GIROZENTRALE UND BANK 12/31 $485 Million
DER OSTERREICHISCHEN
BELGIUM BANQUE BRUXELLES ▇▇▇▇▇▇▇ 09/30 $718 Million
CANADA CANADA TRUST COMPANY 12/31 $872 Million
DENMARK DEN ▇▇▇▇▇▇ ▇▇▇▇ ▇▇/▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ KANSALLIS-OSAKE PANKKI 12/31 $978 Million
FRANCE CREDIT COMMERCIAL DE FRANCE 12/31 $515 Million
GERMANY BERLINER HANDELS UND 12/31 $554.9 Million
FRANKFURTER BANK
HONG KONG STANDARD CHARTERED BANK 12/31 $1.119 Billion
ITALY CREDITO ITALIANO 12/31 $1.404 Billion
JAPAN SUMITOMO TRUST & BANKING 03/31 $2.069 Billion
COMPANY LIMITED
MALAYSIA STANDARD CHARTERED BANK 12/31 $1.119 Billion
MEXICO CITIBANK MEXICO 12/31 $8.810 Billion
NETHERLANDS BANK MEES & HOPE, N.V. 12/31 $415 Million
NEW ZEALAND WESTPAC BANKING CORP. 09/30 $1.1958 Billion
NORWAY CHRISTIANIA BANK OG 12/31 $468 Million
KREDITKASSE
PHILIPPINES STANDARD CHARTERED BANK 12/31 $1.119 Billion
SINGAPORE DBS BANK 12/31 $926 Million
SPAIN BANCO HISPANO AMERICANO 12/31 $1.306 Billion
SWEDEN SKANDINAVISKA ENSKILDA BANKEN 12/31 $620 Million
SWITZERLAND UNION BANK OF SWITZERLAND 12/31 $7.625 Billion
THAILAND STANDARD CHARTERED BANK 12/31 $1.119 Billion
UNITED KINGDOM STATE STREET LONDON LIMITED 12/31 $471 Million
DEPOSITORIES
Austria: Oesterreichischen Kontrollbank AG
Wertpapiersammelbank beider
(OeKB-WSB)
Belgium: Caisse Interprofessionelle de Depots et de
Virements de Titres S.A.
(C.I.K.)
Canada: The Canadian Depository for Securities Ltd.
(CDS)
Denmark: Vaerdipapircentralen
(VP-Centralen)
France: Societe Interprofessionnelle pour la
Compensation des Valeurs Mibilieres
(SICOVAM)
Germany: Kassenverein
Italy: Monte Titoli, SpA
Mexico: Instituto Nacionel de Valares
(INDEVAL)
Netherlands: Netherlands Clearing Institute for Giro
Securities Deliveries
(NECIGEF)
Switzerland: Schweizerische Effekten Giro A.G.
(SEGA)
--------------------------------------------------------------------------------
EuroClear (Brussels, Belgium)
Cedel (Luxembourg)
THIRD AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUND, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Third Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC., AS TRUSTEE OF KEYSTONE
CUSTODIAN FUND, SERIES S-3 (THE "Fund") AND STATE STREET BANK AND TRUST COMPANY
("State Street"), dated December 31, 1979, amended January 1, 1982, and December
31, 1982 ("Agreement") is made by and between the Fund and State Street as of
December 31, 1984.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing each of Section
II, Paragraph 6(B), and Section II, Paragraph 7 with the following provisions:
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule D.
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule D. Such
compensation shall remain as provided in Schedule D until December 31, 1986,
unless this Agreement is terminated as provided in Section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
Section ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby guarantees and agrees that no new agreement
entered into between the parties shall require payment during such period of
compensation greater than that specified herein."
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
the Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC., AS
TRUSTEE OF KEYSTONE CUSTODIAN FUND,
SERIES S-3
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------------------- -----------------------------
Office: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Attest: Office: Vice President
/s/ Illegible
-----------------------------
Schedule D
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE CUSTODIAN FUND, SERIES S-3
(Effective 1/1/85)
I. Administration
Custodian, Portfolio and Fund Accounting Service - Maintain custody of Fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report cash
transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and capital
stock accounts. Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports. Securities yield or market value
quotations will be provided to State Street from a source designated by the
Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as the
Fund management fee.
Fund Net Assets Annual Fee
-------------- ----------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
II. Portfolio Trades - For each line item processed
a) Depository Trust Company and Federal Reserve
Book Entry System $12.25
b) Physical delivery, options and all other
trades $16.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $5.00
IV. 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 ($3.85 per wire in and $3.60 out)
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Rush transfer - $8.00 each
Duplicating
DTC eligibility books
Transfer fees
Sub-custodian charges
Price Waterhouse audit letter
Check writing ($.50 per check)
V. Additional Accounting and Reporting Functions
$150 per month
This fee schedule will terminate 12/31/86
SECOND AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE CUSTODIAN FUNDS, INC. ("KCF") as Trustee of
KEYSTONE CUSTODIAN FUNDS, SERIES S-3 (the "Fund") and STATE STREET BANK AND
TRUST COMPANY ("State Street"), dated December 31, 1979 and amended January 1,
1982 (the "Agreement") is made by and between the Fund and State Street as of
December 31, 1982.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing each of Section
II, Paragraph 4(G), Section II, Paragraph 6(B), and Section II, Paragraph 7 with
the following provisions:
"4. G. Disbursements. Upon receipt of proper instructions, make or cause to
be made, insofar as cash is available for the purpose, disbursements for the
payment on behalf of the Fund of its costs and expenses or reimbursement to
State Street or Keystone Custodian Funds, Inc. for their payment of any such
costs and expenses including the management fee of the Fund as provided by the
Fund's Trust Agreement, as amended."
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule C."
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule C. Such
compensation shall remain as provided in Schedule C until December 31, 1984,
unless this Agreement is terminated as provided in section 8A; provided,
however, that in the event either party terminates this Agreement as provided in
section ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby guarantees and agrees that no new Agreement
entered into between the parties shall require payment of compensation greater
than that specified herein during such period."
IN WITNESS WHEREOF, each of the parties hereto has caused this SECOND
Amendment to the Agreement to be executed in its name and on its behalf by a
duly authorized officer as of the day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR KEYSTONE CUSTODIAN
FUNDS, SERIES S-3
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------------------- -----------------------------
Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Attest: Vice President
/s/ Illegible
-----------------------------
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE S-3
(Effective 1/1/84)
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Fund Net Assets Annual Fee
-------------- ----------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
II. Portfolio Trades - For each line item processed
All Trades $12.25
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $ 5.00
IV. 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 ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/84
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE S-3
(Effective 1/1/83)
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Fund Net Assets Annual Fee
-------------- ----------
First $35 million 1/15 of 1%
Next $65 million 1/30 of 1%
Excess 1/100 of 1%
No minimum
II. Portfolio Trades - For each line item processed
All Trades $10.00
III. Holdings & Appraisal Charge
For each issue maintained - monthly charge $5.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket exenses will be made
as of the end of each month. Cut-of-pocket expenses include, but are not
limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/83
FIRST AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING; AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE CUSTODIAN FUNDS, SERIES ▇-▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
This First Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between Keystone Custodian Funds, Inc. ("KCF") as Trustee of
Keystone Custodian Funds, Series S-3 (the "Fund") and State Street Bank and
Trust Company ("State Street"), dated December 31, 1979 (the "Agreement") is
made by and between the Fund and State Street as of January 1, 1982.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing all of Section II,
Paragraph 3(B) with the following provisions:
"B. Deposit of Fund Assets in Securities Systems.
Notwithstanding any other provision of this Agreement, State Street may
deposit and/or maintain securities owned by the Fund in Depository Trust
Company, 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(s)" in accordance with
applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1. State Street may keep securities of the Fund in a Securities System
provided that such securities are deposited in an account ("Account") of
State Street in the Securities System which shall not include any assets
of State Street other than assets held as a fiduciary, custodian or
otherwise for customers;
2. The records of State Street with respect to securities of the Fund which
are maintained in a Securities System shall identify by bookentry those
securities belonging to the Fund;
3. State Street shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of
an entry on the records of State Street to reflect such payment and
transfer for the account of the Fund. State Street shall transfer
securities sold for the account of the Fund upon (i) receipt of advice
from the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of State Street to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the
Fund, be maintained for the Fund by State Street and be provided to the
Fund at its request. State Street shall furnish the Fund confirmation of
each transfer to or from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the Securities
System for the account of the Fund on the next business day;
▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall promptly provide the Fund with any report obtained by
State Street on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited
in the Securities System. State Street shall promptly provide the Fund
any report on State Street's accounting system, internal accounting
control and procedures for safeguarding securities deposited with State
Street which is reasonably requested by the Fund;
5. Anything to the contrary in this Agreement notwithstanding, State Street
shall be liable to the Fund for any claim, loss, liability, damage or
expense to the Fund, including attorney's fees, resulting from use of a
Securities System by reason of any negligence, misfeasance or misconduct
of State Street or any of its agents or of any of its or their employees
or from failure of State Street or any such agent to enforce effectively
such rights as it may have against a Securities System. At the election
of the Fund, it shall be entitled to be subrogated to the rights of State
Street or its agents with respect to any claim against the Securities
System or any other person which State Street or its agents may have as a
consequence of any such claim, loss, liability, damage or expense if and
to the extent that the Fund has not been made whole for any such loss or
damage."
"BB. State Street's Records
The records of State Street (and its agents) with respect to its services
for the Fund shall at all times during the regular business hours of State
Street (or its agents) be open for inspection by duly authorized officers,
employees or agents of the Fund and employees and agents of the Securities
and Exchange Commission."
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first written above.
KEYSTONE CUSTODIAN FUNDS, INC.
AS TRUSTEE FOR KEYSTONE CUSTODIAN
FUNDS, SERIES S-3
Attest:
/s/ Illegible By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- -----------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Attest: Vice President
/s/ Illegible
-----------------------------
Assistant Secretary
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
by and between
KEYSTONE CUSTODIAN FUND, SERIES S-3
and
STATE STREET BANK AND TRUST COMPANY
Agreement made as of this 31st day of December 1979 by and between Keystone
Custodian Fund, Inc., a Delaware business corporation ("KCF"), as trustee of
Keystone Custodian Fund, Series S-3 a Pennsylvania common law trust having, its
principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("State Street").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Fund and
State Street agree as follows:
I. DEPOSITORY.
The Fund hereby appoints State Street as its Depository subject to the
provisions hereof. The Fund shall deliver to State Street certified or
authenticated copies of its Trust Agreement, all amendments thereto, a certified
copy of the resolution of KCF's board of directors appointing State Street to
act in the capacities covered by this Agreement and authorizing the signing of
this Agreement and copies of such resolutions of KCF's board of directors,
contracts and other documents as may be reasonably required by State Street in
the performance of its duties hereunder.
II. CUSTODIAN.
1. The Fund appoints State Street as its Custodian, subject to the
provisions hereof. State Street hereby accepts such appointment as Custodian. As
such Custodian, State Street shall retain all securities, cash and other assets
now owned or hereafter acquired by the Fund, and the Fund shall deliver and pay
or cause to be delivered and paid to State Street, as Custodian, all securities,
cash and other assets now owned or hereafter acquired by the Fund during the
period of this Agreement.
2. All securities delivered to State Street (other than in bearer
form) shall be properly endorsed and in proper form for transfer into or in the
name of the Fund, of a nominee of State Street for the exclusive use of the Fund
or of such other nominee as may be mutually agreed upon by State Street and the
Fund.
3. As Custodian, State Street shall promptly:
A. Safekeeping. Keep safely in a separate account the securities of
the Fund, including without limitation all securities in bearer form, and on
behalf of the Fund, receive delivery of certificates, including without
limitation all securities in bearer form, for safekeeping and keep such
certificates physically segregated at all times from those of any other person.
State Street shall maintain records of all receipts, deliveries and locations of
such securities, together with a current inventory thereof and shall conduct
periodic physical inspections of certificates representing bonds and other
securities held by it under this Agreement at least annually in such manner as
State Street shall determine from time to time to be advisable in order to
verify the accuracy of such inventory. State Street shall provide the Fund with
copies of any reports of its internal count or other verification of the
securities of the Fund held in its custody, including reports on its own system
of internal accounting control. In addition, if and when independent certified
public accounts retained by State Street shall count or otherwise verify the
securities of the Fund held in State Street's custody, State Street shall
provide the Fund with a copy of the report of such accountants. With respect to
securities held by any agent appointed pursuant to paragraph 6-C of section II
hereof, State Street may rely upon certificates from such agent as to the
holdings of such agent, it being understood that such reliance in no way
releases State Street of its responsibilities or liabilities under this
Agreement. State Street shall promptly report to the Fund the results of such
inspections, indicating any shortages or discrepancies uncovered thereby, and
take appropriate action to remedy any such shortages or discrepancies.
B. Use of a System for the Central Handling of Securities. Not
withstanding any other provision of this Agreement, if in the best interest of
the Fund, deposit all or any part of the securities owned by the Fund in the
book-entry system of the Federal Reserve Banks (hereinafter called the "system")
and to use the facilities of such system, all as provided under the provisions
of Rule 17f-4 of the Investment Company Act of 1940, as amended. Without
limiting the generality of such use, the following provisions shall apply
thereto:
▇) ▇▇▇▇▇ ▇▇▇▇▇▇ may keep securities of the Fund in the system provided that
such securities are represented in an account ("Account") of State Street's (or
its agent) in the system which shall not include any assets of State Street (or
such agent) other than assets held as fiduciary, custodian or otherwise for
customers. The records of State Street (and such agents) shall at all times
during the regular business hours of State Street (or such agents) be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission.
2) State Street shall send to the Fund a confirmation of all transfers to
or from the System for the account of the Fund. Where securities are transferred
to the Fund's account, State Street shall, by book-entry or otherwise, identify
as belonging to the Fund a quantity of securities in a fungible bulk of
securities (i) registered in the name of State Street or its nominee or (ii)
shown on State Street's account on the books of the appropriate Federal Reserve
Bank. For this purpose, the term "confirmation" means advice or notice of
transaction; it is not intended to require preparation by State Street of the
confirmation required of broker-dealers under the Securities Exchange Act of
1934.
▇) ▇▇▇▇▇ ▇▇▇▇▇▇ shall promptly send to the Fund any report it receives from
the appropriate Federal Reserve Bank on its system of internal accounting
control.
4) Anything to the contrary in this Agreement notwithstanding, State Street
shall be liable to the Fund for any claim, liability, loss or expense, including
attorney's fees, resulting to such Fund from use of the system by reason of any
negligence, misfeasance or misconduct of State Street (or any of its agents) or
of any of its (or their) employees or from any failure of State Street (or any
such agent) to enforce effectively such rights as it (or they) may have against
the system. At the election of the Fund, it shall be entitled to be subrogated
to State Street or its agents in any claim against the system or any other
person which State Street, its agents may have as a consequence of any such
claim, liability, loss or expense if and to the extent that the Fund has not
been made whole for such claim, liability, loss or expense.
C. Registered Name, Nominee. Register securities of the Fund held
by State Street in the name of the Fund, of a nominee of State Street for the
exclusive use of the Fund, of such other nominee as may be mutually agreed upon,
or of any mutually acceptable nominee of any agent appointed pursuant to
paragraph 6-C of section II hereof.
D. Purchases. Upon receipt of proper instructions (as defined in
paragraph 5-A of section II hereof; hereafter "proper instructions") and insofar
as cash is available for the purpose, pay for and receive all securities
purchased for the account of the Fund, payment being made only upon receipt of
the securities by State Street (or any bank, banking firm, responsible
commercial agent or trust company doing business in the United States and
appointed pursuant to paragraph 6-C of section II hereof as State Street's agent
for this purpose registered as provided in paragraph 3-C of section II hereof or
in form for transfer satisfactory to State Street, or, in the case of repurchase
agreements entered into between the Fund and bank or a dealer, delivery of the
securities either in certificate form or through an entry crediting State
Street's account at the Federal Reserve Bank with such securities. All
securities accepted by State Street shall be accompanied by payment of, or a
"due ▇▇▇▇" for, any dividends, interest or other distributions of the issuer,
due the purchaser. In any and every case of a purchase of securities for the
account of the Fund where payment is made by State Street in advance of receipt
of the securities purchased, State Street shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had been received by
State Street except that in the case of repurchase agreements entered into by
the Fund with a bank which is a member of the Federal Reserve System, State
Street may transfer funds to the account of such bank prior to the receipt of
written evidence that the securities subject to such repurchase agreement have
been transferred by book-entry into a segregated nonproprietary account of State
Street maintained with the Federal Reserve Bank of Boston, provided, that such
securities have in fact been so transferred by book-entry; provided, further,
however, that State Street and the Fund agree to use their best efforts to
insure receipt by State Street of copies of documentation for each such
transaction as promptly as possible.
E. Exchanges. Upon receipt of proper instruction, exchange
securities, interim receipts or temporary securities held by it or by any agent
appointed by it pursuant to paragraph 6-C of section II hereof for the account
of the Fund for other securities alone or for other securities and cash, and
expend cash insofar as cash is available in connection with any merger,
consolidation, reorganization, recapitalization, split-up of shares, changes of
par value, conversion or in connection with the exercise of warrants,
subscription or purchase rights, or otherwise, and deliver securities to the
designated depository or other receiving agent in response to tender offers or
similar offers to purchase received in writing; provided that in any such case
the securities and/or cash to be received as a result of any such exchange,
expenditure or delivery are to be delivered to State Street or its agents. State
Street shall give notice as provided under paragraph 6-F of section II hereof to
the Fund in connection with any transaction specified in this paragraph and at
the same time shall specify to the Fund whether such notice relates to
securities held by an agent appointed pursuant to paragraph 6-C of section II
hereof, so that the Fund may issue to State Street proper instructions for State
Street to act thereon prior to any expiration date (which shall be presumed to
be two business days prior to such date unless State Street has previously
advised the Fund of a different period). The Fund shall give to State Street
full details of the time and method of submitting securities in response to any
tender or similar offer, exercising any subscription or purchase right or making
any exchange pursuant to this paragraph. When such securities are in the
possession of an agent appointed by State Street pursuant to paragraph 6-C of
section II hereof, the proper instructions referred to in the preceding sentence
must be received by State Street in timely enough fashion (which shall be
presumed to be three business days unless State Street has advised the Fund in
writing of a different period) for State Street to notify the agent in
sufficient time to permit such agent to act prior to any expiration date.
F. Sales. Upon receipt of proper instructions and upon receipt of
full payment therefor, release and deliver securities which have been sold for
the account of the Fund. At the time of delivery all such payments are to be
made in cash, by a certified check upon or a treasurer's or cashier's check of a
bank, by effective bank wire transfer through the Federal Reserve Wire System
or, if appropriate, outside of the Federal Reserve Wire System and subsequent
credit to the Fund's Custodian account, or, in case of delivery through a stock
clearing company, by book-entry credit by the stock clearing company in
accordance with the then current "street" custom.
G. Purchases by Issuer. Upon receipt of proper instructions,
release and deliver securities owned by the Fund to the issuer thereof or its
agent when such securities are called, redeemed, retired or otherwise become
payable; provided that in any such case, the cash or other consideration is to
be delivered to State Street.
H. Changes of Name and Denomination. Upon receipt of proper
instructions, release and deliver securities owned by the Fund to the issuer
thereof or its agent for transfer into the name of the Fund or of a nominee of
State Street or of the Fund for the exclusive use of the Fund or for ex change
for a different number of bonds, certificates, or other evidence representing
the same aggregate face amount or number of units bearing the same interest
rate, maturity date and call provisions if any; provided that in any such case,
the new securities are to be delivered to State Street.
I. Street Delivery. In connection with delivery in New York City
and upon receipt of proper instructions, which in the case of registered
securities may be standing instructions, release securities owned by the Fund
upon receipt of a written receipt for such securities to the broker selling the
same for examination in accordance with the existing "street delivery" custom.
In every instance either payment in full for such securities shall be made or
such securities shall be returned to the Custodian that same day. In the event
existing "street delivery" custom is modified, State Street shall obtain
authorization from the board of directors of KCF prior to any use of such
modified "street delivery" custom.
J. Release of Securities for Use as Collateral. Upon receipt of
proper instructions and subject to section 3(b) of Article III of the Trust
Agreement, release securities belonging to the Fund to any bank or trust company
for the purpose of pledge, mortgage or hypothecation to secure any loan incurred
by the Fund; provided, however, that securities shall be released only upon
payment to State Street of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization from the Fund, further securities may be released for
that purpose. Upon receipt of proper instructions, pay such loan upon redelivery
to it of the securities pledged or hypothecated therefore and upon surrender of
the note or notes evidencing the loan.
[ insert paragraph K ]
L. Release or Delivery of Securities for Other Purposes. Upon
receipt of proper instructions, release or deliver any securities held by it for
the account of the Fund for any other purpose (in addition to those specified in
paragraphs 3-E, 3-F, 3-G, 3-H, 3-I and 3-J of section II hereof) which the Fund
declares is a proper corporate purpose pursuant to proper instructions.
M. Proxies, Notices, Etc. State Street shall promptly forward upon
receipt to the Fund all forms of proxies and all notices of meetings and any
other notices or announcements affecting or relating to the securities,
including without limitation notices relating to class action claims and
bankruptcy claims, and upon receipt of proper instructions execute and deliver
or cause its nominee to execute and deliver such proxies or other authorizations
as may be required. State Street, its nominee or its agents shall not vote upon
any of the securities or execute any proxy to vote thereon or give any consent
or take any other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions. State Street shall
require its agents and sub-custodians appointed pursuant to paragraph 6-C of
section II hereof to forward any such announcements and notices to State Street
upon receipt.
N. Miscellaneous. In general, attend to all nondiscretionary
details in connection with the sale, exchange, substitution, purchase, transfer
or other dealing with such securities or property of the Fund, except as
otherwise directed by the Fund pursuant to proper instructions. State Street
shall render to the Fund daily a report of all monies received or paid on behalf
of the Fund, an itemized statement of the securities and cash for which it is
accountable to the Fund under this Agreement and itemized statement of security
transactions which settled the day before and shall render to the Fund weekly an
itemized statement of security transactions which failed to settle as scheduled.
At the end of each week State Street shall provide a list of all security
transactions that remain unsettled at such time.
[ insert paragraph O ]
[ insert paragraph P ]
4. Additionally, as Custodian, State Street shall promptly:
A. Bank Account. Retain safely all cash of the Fund, other than
cash maintained by the Fund in a bank account established and used in accordance
with Rule 17f-3 under the Investment Company Act of 1940, as amended, in the
banking department of State Street in a separate account or accounts in the name
of the Fund, subject only to draft or order by State Street acting pursuant to
the terms of this Agreement. If and when authorized by proper instructions in
accordance with a vote of the board of directors of KCF, State Street may open
and maintain an additional account or accounts in such other bank or trust
companies as may be designated by such instructions, such account or accounts,
however, to be solely in the name of State Street in its capacity as Custodian
and subject only to its draft or order in accordance with the terms of this
Agreement. State Street shall furnish the Fund, not later than thirty (30)
calendar days after the last business day of each month, a statement reflecting
the current status of its internal reconciliation of the closing balance as of
that day in all accounts described in this paragraph to the balance shown on the
daily cash report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of proper
instructions, collect, receive and deposit in the bank account or accounts
maintained pursuant to paragraph 4-A of section II hereof all income and other
payments with respect to the securities held hereunder, execute ownership and
other certificates and affidavits for all Federal and State tax purposes in
connection with the collection of bond and note coupons, do all other things
necessary or proper in connection with the collection of such income, and
without waiving the generality of the foregoing:
(1) Present for payment on the date of payment all coupons and
other income items requiring presentation;
(2) present for payment all securities which may mature or be
called, redeemed, retired or otherwise become payable on the
date such securities become payable;
(3) endorse and deposit for collection, in the name of the Fund,
checks, drafts or other negotiable instruments on the same
day as received.
In any case in which State Street does not receive any such due and unpaid
income within a reasonable time after it has made proper demands for the same
(which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it shall so notify the Fund in writing, including,
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands, and await proper
instruction; the Custodian shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of shares of the Fund. Make such arrangements with the
Transfer Agent of the Fund as will enable State Street to make certain it
receives the cash consideration due to the Fund for shares of the Fund as may be
issued or sold from time to time by the Fund, all in accordance with the Fund's
Trust Agreement, as amended.
D. Dividends and Distributions. Upon receipt of proper
instructions, release or otherwise apply cash insofar as cash is available for
the purpose for the payment of dividends or other distributions to shareholders
of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be
available for the purpose, but subject to the limitation of the Fund's Trust
Agreement as amended, and applicable resolutions of the board of directors of
KCF pursuant thereto, make funds available to shareholders who have delivered to
the Transfer Agent a request for redemption of their shares by the Fund pursuant
to said Trust Agreement, as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Trust Agreement, as amended, State Street is authorized and directed upon
receipt of proper instructions from the Transfer Agent for the Fund to make
funds available for transfer through the Federal Reserve Wire System or by other
bank wire to a commercial bank account designated by the redeeming shareholder.
F. Stock Dividends, Rights, Etc. Receive and collect all stock
dividends, rights and other items of like nature; and deal with the same
pursuant to proper instructions relative thereto.
G. Disbursements. Upon receipt of proper instructions, make or
cause to be made, insofar as cash is available for the purpose, disbursements
for the payment on behalf of the Fund of taxes or reimbursement to State Street
or Keystone Custodian Funds, Inc. for their payment of any such taxes and of the
management fee and recurring charge as provided by Article I, section 3 of the
Fund's Trust Agreement, as amended.
H. Other Proper Corporate Purposes. Upon receipt of proper
instructions, make or cause to be made, insofar as cash is available for the
purpose, disbursements for any other purpose (in addition to the purposes
specified in paragraphs 3-D, 3-E, 4-D, 4-E, and 4-G. of this Agreement) which
the Fund declares is a proper corporate purpose.
I. Records. Create, maintain and retain all records a) relating to
its activities and obligations under this Agreement in such manner as shall meet
the obligations of the Fund under the Investment Company Act of 1940, as
amended, particularly Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
under applicable Federal and State tax laws and under any other law or
administrative rules or procedures which may be applicable to the Fund, b)
necessary to comply with the representations of Part I - Fund Custodian Services
and Part II - Portfolio Pricing and Accounting of State Street's Response, dated
May 1, 1979, as amended, to Keystone Custodian Funds, Inc.'s and the
Massachusetts Companies, Inc.'s Request for Proposal, dated March 19, 1979, as
amended, (amendments after June 22, 1979 are set forth in Exhibit B) ("Parts I
and II"), insofar as such representations relate to the creation, maintenance
and retention of records for the Fund or c) as reasonably requested from time to
time by the Fund. All records maintained by State Street in connection with the
performance of its duties under this Agreement shall remain the property of the
Fund and in the event of termination of this Agreement shall be delivered in
accordance with the terms of paragraph 8 below.
J. Miscellaneous. Assist generally in the preparation of routine
reports to holders of shares of the Fund, to the Securities and Exchange
Commission, including forms N1-R and N-1Q, to State "Blue Sky" authorities, to
others in the auditing of accounts and in other matters of like nature, as
required to comply with the representations of Parts I and II insofar as such
representations relate to the preparation of reports for the Fund and as
otherwise reasonably requested by the Fund.
K. Fund Accounting and Net Asset Value Computation. State Street
shall maintain the general ledger and all other books of account of the Fund,
including the accounting for the Fund's portfolio. In addition, upon receipt of
proper instructions, which may be deemed to be continuing instructions, State
Street shall daily compute the net asset value of the Shares of the Fund and the
total net asset value of the Fund. State Street shall, in addition, perform such
other services incidental to its duties hereunder as may be reasonably requested
from time to time by the Fund.
L. Services under Parts I and Part II. In addition to the services
specified herein, State Street shall perform those services set forth in Parts I
and II, including without limitation general ledger accounting, daily Fund
portfolio pricing and custodian services to the extent such services relate to
the Fund; provided, however, that in the event that Parts I and II as they
relate to the Fund are in conflict with the terms of this Agreement, the terms
of this Agreement shall govern.
5. State Street and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have
received proper instructions upon receipt of written instructions signed by
KCF's board of directors or by one or more person or persons as KCF's board of
directors shall have from time to time authorized to give the particular class
of instructions for different purposes. A copy of a resolution or action of the
board of directors certified by the secretary or an assistant secretary of KCF
may be received and accepted by State Street as conclusive evidence of the
instruction of KCF's board of directors and/or the authority of any person or
persons to act on behalf of the Fund and may be considered as in full force and
effect until receipt of written notice to the contrary. Such instruction may be
general or specific in terms. Oral instructions will be considered proper
instructions if the Custodian reasonably believes them to have been by a person
authorized by the board of directors to give such oral instructions with respect
to the class of instruction in question. The Fund shall cause all oral
instructions to be confirmed in writing.
B. Investments, Limitations. In performing its duties generally,
and more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, State Street may take cognizance of the
provisions of the Trust Agreement of the Fund, as amended; provided, however,
that except as otherwise expressly provided herein, State Street may assume
unless and until notified in writing to the contrary that instructions
purporting to be proper instructions received by it are not in conflict with or
in any way contrary to any provision of the Trust Agreement of the Fund, as
amended, or resolutions or proceedings of the board of directors of KCF.
6. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Depository and Custodian,
shall be entitled to receive and act upon advice of counsel (who may be counsel
for the Fund) and shall be without liability for any action reasonably taken or
thing reasonably done pursuant to such advice; provided that such action is not
in violation of applicable Federal or State laws or regulations or contrary to
written instructions received from the Fund, and shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. In order that the indemnification
provision contained in this paragraph shall apply, however, if the Fund is asked
to indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund. The Fund
shall have the option to defend State Street against any claim which may be the
subject of this indemnification, and thereupon the Fund shall take over
complete defense of the claim, and State Street shall initiate no further legal
or other expenses for which it shall seek indemnification under this paragraph.
State Street shall in no case confess any claim or make any compromise in any
case in which the Fund will be asked to indemnify State Street except with the
Fund's prior written consent.
B. Expenses Reimbursement. State Street shall be entitled to
receive from the Fund on demand reimbursement for its cash disbursements,
expenses and charges, excluding salaries and usual overhead expenses, as set
forth on Schedule A.
C. Appointment of Agent. State Street, as Custodian, may appoint
(and may remove) any other bank, trust company or responsible commercial agent
as its agent to carry out such of the provisions of this Agreement as State
Street may from time to time direct; provided, however, that the appointment of
any such agent shall not relieve State Street of any of its responsibilities
under this Agreement.
D. Reliance on Documents. So long as and to the extent that it is
in good faith and in the exercise of reasonable care, State Street, as
Depository and 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 Agreement, shall be protected in acting upon
any instructions, notice, request, consent, certificate or other instrument or
paper reasonably believed by it to be genuine and to constitute proper
instructions under this Agreement and shall, except as otherwise specifically
provided in this Agreement, be entitled to receive as conclusive proof of any
fact or matter required to be ascertained by it hereunder a certificate signed
by KCF's board of directors, the secretary or an assistant secretary of the
Fund or any other person expressly authorized by the board of directors of KCF.
E. Access to Records. Subject to security requirements of State
Street applicable to its own employees having access to similar records within
State Street and such regulations as to the conduct of such monitors as may be
reasonably imposed by State Street after prior consultation with an authorized
officer of the Fund, books and records of State Street pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by the directors of, attorneys for, auditors employed by the Fund or any other
person as KCF's board of directors shall direct.
G. Record-Keeping. State Street shall maintain such records as
shall enable the Fund to comply with the requirements of all Federal and State
laws and regulations applicable to the Fund with respect to the matters covered
by this Agreement and shall comply with the representations of Parts I and II as
such representations relate to maintaining records of the Fund.
7. The Fund shall pay State Street for its services as Custodian
such compensation as shall be as specified in the attached Exhibit A. Such
compensation shall remain fixed for two years from the date hereof, unless this
Agreement is terminated as provided in section 8A, and shall remain fixed for an
additional year in the event the Fund decides to continue this Agreement for
such period; provided, however, that in the event either party terminates this
Agreement as provided in section ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby guarantees and agrees
that no new Agreement entered into between the parties shall require payment of
compensation greater than that specified herein during such three year period.
8. State Street and the Fund further agree as follows:
A. Effective Period, Termination, Amendment and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date 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 sixty (60) days after the date of such delivery or mailing; and
further provided, that the Fund may by action of KCF's board of directors
substitute another bank or trust company for State Street by giving notice as
provided above to State Street. The Fund or State Street shall not amend or
terminate this Agreement in contravention of any applicable Federal or State
laws or regulations, or any provision of the Trust Agreement of the Fund, as
amended, and provided, that prior to three years from the date hereof State
Street shall not terminate this Agreement except in the event of the Fund's
substantial default hereunder which default continues uncorrected after notice
to the Fund of such default for thirty (30) days, such termination to take
effect as provided above; provided, however, that in the event of such
termination State Street shall remain as Custodian hereunder for a reasonable
period thereafter if the Fund after using its best efforts is unable to find a
Successor Custodian.
In connection with the operation of this Agreement, State Street and the
Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement, any such interpretive or
additional provision to be signed by both parties and annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable Federal or State laws or regulations, or any provision of the Fund's
Trust Agreement as amended. No interpretive provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
B. Successor Custodian. Upon termination hereof or the inability of
the Custodian to continue to serve hereunder, the Fund shall pay to State Street
such compensation as may be due for services through the date of such
termination and shall likewise reimburse State Street for its costs, expenses
and disbursements incurred prior to such termination in accordance with
paragraph 6-B of section II hereof and such reasonable costs, expenses and
disbursements as may be incurred by State Street in connection with such
termination.
If a Successor Custodian is appointed by the board of directors of KCF in
accordance with section l(b) of Article V of the Fund's Trust Agreement, as
amended, State Street shall, upon termination, deliver to such Successor
Custodian at the office of State Street, properly endorsed and in proper form
for transfer, all securities then held hereunder, all cash and other assets of
the Fund deposited with or held by it hereunder.
If no such Successor Custodian is appointed, State Street shall, in like
manner at its office, upon receipt of a certified copy of a resolution of the
shareholders pursuant to section l(b) of Article V of the Fund's Trust
Agreement, as amended, deliver such securities, cash and other properties in
accordance with such resolutions.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders shall have been delivered to
State Street on or before the date when such termination shall become effective,
then State Street shall have the right to deliver to a bank or trust company
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 $5,000,000, all securities, cash and other properties
held by State Street and all instruments held by State Street and all
instruments held by it relative thereto and all other property held by it under
this Agreement. Thereafter, such bank or trust company shall be the Successor of
State Street under this Agreement and subject to the restrictions, limitations
and other requirements of the Fund's Trust Agreement and By-Laws, both as
amended.
In the event that securities, funds, and other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of the Fund to procure the certified copy above referred to, or of KCF's board
of directors to appoint a Successor Custodian, State Street shall be entitled to
fair compensation for its services during such period and the provisions of this
Agreement relating to the duties and obligations of State Street shall remain in
full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall not
be liable for loss of data, occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots, or failure of transportation, communication or power supply.
However, State Street shall keep in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records. Furthermore, at all times during this Agreement, State Street
shall maintain a contractual arrangement whereby State Street will have a
back-up computer facility available for its use in providing the services
required hereunder in the event circumstances beyond State Street's control
result in State Street not being able to process the necessary work at its
principal computer facility, State Street shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a back-up computer facility. State Street shall use
its best efforts to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, State Street shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect the State Street premises and operating capabilities within
reasonable business hours upon reasonable notice to State Street, and, upon
request of such representative or representatives, State Street shall from time
to time as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon, any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records and
other information relative to the Fund confidentially and State Street on behalf
of itself and its officers, employees and agents agrees to keep confidential all
such information, except after prior notification to and approval by the Fund
(which approval shall not be unreasonably withheld and may not be withheld where
State Street may be exposed to civil or criminal contempt proceedings), when
requested to divulge such information by duly constituted authorities or when so
requested by a properly authorized person.
(a) State Street and the Fund agree that they, their officers, employees and
agents shall maintain all information disclosed to them by the other in
connection with this agreement in confidence and will not disclose any such
information to any other person, nor use such information for their own
benefit or for the benefit of third parties without the consent in writing
of the other; provided however, that each party shall have the right to use
any such information for its own necessary internal purposes while this
Agreement is in effect. The provisions of the paragraph shall not apply to
information which (i) is in or becomes part of the public domain, or (ii) is
demonstrably known previously to the party to whom it is disclosed, or (iii)
is independently developed outside this Agreement by the party to whom it is
disclosed or (iv) is rightfully obtained from third parties by the party to
whom it is disclosed.
10. The Fund shall not circulate any printed matter which contains
any reference to State Street without the prior written approval of State
Street, excepting solely such printed matter as merely identifies State Street
as Depository or Custodian. The Fund will submit printed matter requiring
approval to State Street in draft form, allowing sufficient time for review by
State Street and its counsel prior to any deadline for printing.
11. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his or her
right to exchange his or her Fund shares represented by certificates for shares
held by the Custodian upon surrender to the Custodian of his or her certificates
representing such Fund shares properly endorsed and in proper form for transfer.
Upon the surrender of such Fund certificates State Street will issue a
certificate or certificates to the surrendering shareholder for an approximate
number of shares held by State Street, unless such shareholder establishes an
Open Account Plan or other similar account at that time in which case such
shares will be credited to his or her account. State Street shall not be
required to issue certificates for any fractional shares held by it. Instead,
fractional interests in such shares shall be distributed to the shareholder in
cash at their then current market value or, if the fractional share represents
an interest in an investment company, it shall be redeemed by State Street at
the then current redemption price for such shares and the proceeds of such
redemption shall be distributed to such shareholder in cash. The Custodian shall
not release to any shareholder any such shares held by it until such shareholder
has properly surrendered for exchange his or her Fund shares represented by
certificates.
12. This Agreement is executed and delivered in the Commonwealth of
Massachusetts and shall be subject to and be construed in accordance with the
laws of said Commonwealth.
13. Notices and other writings delivered or mailed postage prepaid to
the Fund, c/o Keystone Custodian Funds, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or to State Street at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or to such other address as the Fund or State Street may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
14. It is understood and is expressly stipulated that neither the
holders of shares in the Fund nor KCF's board of directors, officers or
employees shall be personally liable hereunder, but only the assets of the Fund
shall be bound.
15. This Agreement shall be binding on and shall inure to the benefit
of the Fund and State Street and their respective successors or assigns.
16. State Street and the Fund hereby agree that the Custodian
Agreement, dated August l, 1963 between them shall terminate upon the
effectiveness of this Agreement.
17. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: KEYSTONE CUSTODIAN FUNDS, INC., as
Trustee for Keystone Custodian Fund,
Series S-3
▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ---------------------------
Chief Executive Officer
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: J. R. Towers
----------------------- ---------------------------
Vice President
SCHEDULE A
Keystone Custodian Fund, Series ▇-▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
Custodian, Fund Accounting and Records Keeping Fee Schedule
I. Annual Fee
$6,000
II. 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 the
following:
Telephone
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Duplicating
Transfer fees
Sub-Custodian charges
Wire Service ($2.00 in or out)
III. Additional Services
Any modifications, innovations, improvements or other changes made by State
Street in the services and reports which it provides to other customers
receiving its custodial, portfolio accounting and recordskeeping services
without additional charges or fees shall be provided to the Fund at its
request for no additional charge or fee.
SCHEDULE B
I. Operating Plan - Fund Custodian Services
1. Page 1
a) Trade instructions by tape input compatible with the SPARK system will
not be given.
b) System 34 terminals will not be provided for trade input.
2. Page 2
a) Distributions will be charged against the custodian account and credited
to the disbursement account on the payable date.
b) Reports - improved or new SPARK Reports will be made available to the
Fund at its request for no additional cost, if made available at no additional
cost to other customers of State Street.
II. Fund Custodian Services
A. Page 1
1) The Fund will receive Custody and Full Accounting Services.
B. Page 2
1) Polaris Fund Inc. is now Keystone International Fund Inc.
III. 1. Custodian Reports
A. Page 1
2) Analytics - Spark information reports - the Funds will receive none of
these.
IV. KM - SSB Reports Comparison
A. Page 1 - MASSCO Report
1) (9) Different form with similar content to be prepared for Keystone Tax
Free Fund (Massachusetts Fund for Tax Exempt Income) rather than Master Reserves
Trust (MRT)
2) (12) To be prepared for all Funds.
3) (13) Trade Settlement Authorizations and all other reports as provided
to the Keystone Funds will be provided MassCo Funds.
4) (26) Initial instructions in memo from ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇. Instructions
may be changed from time to time by proper instructions.
5) (30) Letter to be supplied by Bradford Trust Company.
6) (31) Report to be supplied by Bradford Trust Company.
B. Keystone Reports
1) (3) Information to be supplied by Open Order System.
2) (16) Will be prepared manually by State Street. Calculations to be based
on initial instructions provided under (4)(26) memo.
3) (18) To be prepared by State Street.
4) (30) New SPARK Report to be provided the Funds.
5) (31) Pricing Quotes for foreign issues, restricted securities and
private placements not otherwise available to State Street to be supplied by the
Fund.
6) (46) KIMCO Reports unnecessary.
7) (58) State Street to prepare manually.
8) (57) Keystone to provide.
9) (70) New SPARK Report to be provided the Funds.
10) (73) SPARK Report to be provided the Funds.
11) (74) New SPARK Report and hard copy tape to be provided the Funds.
12) (75) State Street to provide weekly report of fails for each Fund.
13) All new SPARK reports must be reviewed and accepted by the Funds before
they will be considered to comply with State Street's Custodian, Portfolio
Accounting and Recordskeeping Agreements with the Funds, such acceptance not to
be unreasonably withheld.
VI. Responses
I. Fund Custodian Services
a) Page 2
Checkwriting privilege is $.35 per check - charged only for American Liquid
Trust at this time. Other Fund agreements to be amended to include this charge
if such privilege is ever offered to shareholders of other Funds.
b) Page 3 (6) Individuals responsible for Fund services may change as long
as the quality of the personnel is maintained.
c) Page 6 (11) State Street is liable for the acts of its sub-custodians to
the same extent that it is liable for the acts of its agents.
II. Exhibits
1. Exhibit 1-2
a) (6) Notices of corporate actions shall include, without limitation
notices of class actions and bankruptcy actions in connection with issues held
by the Funds.