EXHIBIT NO. EX-99.g.2
FORM OF CUSTODIAN AND REMOTE ACCESS AGREEMENT
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This Agreement between J&B FUNDS, a business trust organized and
existing under the laws of the State of Delaware (the "Fund"), and STATE
STREET BANK and TRUST COMPANY, a Massachusetts trust company ( "State
Street"),
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends that this Agreement be applicable to J&B
Small-Cap International Fund, a series of the Fund (such series together with
all other series subsequently established by the Fund and made subject to
this Agreement in accordance with Section 19, be referred to herein as the
"Portfolio(s)"); and
WHEREAS, the Fund desires to appoint State Street as its agent to
perform certain custodial functions for the assets of the portfolios.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF STATE STREET AND PROPERTY TO BE HELD BY IT. The
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Fund hereby employs State Street as the custodian of the assets of the
Portfolios of the Fund, including securities that the Fund, on behalf of the
applicable Portfolio, desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the
United States ("foreign securities"). The Fund, on behalf of the
Portfolio(s), agrees to deliver to State Street all securities and cash of
the Portfolios, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the
Portfolio(s) from time to time, and the cash consideration received by it for
such new or treasury shares of beneficial interest of the Fund representing
interests in the Portfolios ("Shares") as may be issued or sold from time to
time. State Street shall not be responsible for any property of a Portfolio
held or received by the Portfolio and not delivered to State Street.
Upon receipt of "Proper Instructions" (as such term is defined in Section 7
hereof), State Street shall on behalf of the applicable Portfolio(s) from
time to time employ one or more sub-custodians located in the United States,
but only in accordance with an applicable vote by the Board of Directors of
the Fund (the "Board") on behalf of the applicable Portfolio(s). State
Street may employ as sub-custodian for the Fund's foreign securities on
behalf of the applicable Portfolio(s) the foreign banking institutions and
foreign securities depositories designated in Schedules A and B hereto, but
only in accordance with the applicable provisions of Sections 3 and 4. State
Street shall have no more or less responsibility or liability to the Fund on
account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to State Street.
SECTION 2. DUTIES OF STATE STREET WITH RESPECT TO PROPERTY OF THE FUND HELD
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BY STATE STREET IN THE UNITED STATES
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SECTION 2.1 HOLDING SECURITIES. State Street shall hold and physically
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segregate for the account of each Portfolio all non-cash property, to be held
by it in the United States, including all domestic securities owned by such
Portfolio other than securities which are maintained pursuant to Section 2.8
in a clearing agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury (each, a "U.S.
Securities System").
SECTION 2.2 DELIVERY OF SECURITIES. State Street shall release and
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deliver domestic securities owned by a Portfolio held by State Street or in a
U.S. Securities System account of State Street only upon receipt of Proper
Instructions on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a U.S. Securities System,
in accordance with the provisions of Section 2.8 hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to State Street;
6) To the issuer thereof, or its agent, for transfer into the name
of the Portfolio or into the name of any nominee or nominees of
State Street or into the name or nominee name of any agent
appointed pursuant to Section 2.7 or into the name or nominee
name of any sub-custodian appointed pursuant to Section 1; or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities are to
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be delivered to State Street;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, State Street shall have
no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from State Street's own negligence
or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
State Street;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to State Street;
10) For delivery in connection with any loans of securities made by
the Portfolio, but only against receipt of adequate collateral as
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agreed upon from time to time by State Street and the Fund on
behalf of the Portfolio, which may be in the form of cash or
obligations issued by the United States government, its agencies
or instrumentalities, except that in connection with any loans
for which collateral is to be credited to State Street's account
in the book-entry system authorized by the U.S. Department of the
Treasury, State Street will not be held liable or responsible for
the delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowing by the
Fund on behalf of the Portfolio requiring a pledge of assets by
the Fund on behalf of the Portfolio, but only against receipt of
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amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, State Street and a
broker-dealer registered under the Securities Exchange Act of
1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Portfolio of
the Fund;
13) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, State Street, and a
futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission ("CFTC") and/or any contract
market, or any similar organization or organizations, regarding
account deposits in connection with transactions by the Portfolio
of the Fund;
14) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent") for delivery to such Transfer Agent or to
the holders of Shares in connection with distributions in kind,
as may be described from time to time in the currently effective
prospectus and statement of additional information of the Fund
related to the Portfolio (the "Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption; and
15) For any other purpose, but only upon receipt of Proper
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Instructions from the Fund on behalf of the applicable Portfolio
specifying the securities of the Portfolio to be delivered and
naming the person or persons to whom delivery of such securities
shall be made.
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by
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State Street (other than bearer securities) shall be registered in the name
of the Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of State Street which nominee shall be assigned
exclusively to the Portfolio, unless the Fund has authorized in writing the
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appointment of a nominee to be used in common with other registered
investment companies having the same investment advisor as the Portfolio, or
in the name or nominee name of any agent appointed pursuant to Section 2.7 or
in the name or nominee name of any sub-custodian appointed pursuant to
Section 1. All securities accepted by State Street on behalf of the
Portfolio under the terms of this Agreement shall be in "street name" or
other good delivery form. If, however, the Fund directs State Street to
maintain securities in "street name", State Street shall utilize its best
efforts only to timely collect income due the Fund on such securities and to
notify the Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
SECTION 2.4 BANK ACCOUNTS. State Street shall open and maintain a
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separate bank account or accounts in the United States in the name of each
Portfolio of the Fund, subject only to draft or order by State Street acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or
for the account of the Portfolio, other than cash maintained by the Portfolio
in a bank account established and used in accordance with Rule 17f-3 under
the Investment Company Act of 1940, as amended (the "1940 Act"). Funds held
by State Street for a Portfolio may be deposited by it to its credit as State
Street in the banking department of State Street or in such other banks or
trust companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be qualified
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to act as a custodian under the 1940 Act and that each such bank or trust
company and the funds to be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be approved by vote of a
majority of the Board. Such funds shall be deposited by State Street in its
capacity as Custodian and shall be withdrawable by State Street only in that
capacity.
SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section
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2.3, State Street shall collect on a timely basis all income and other
payments with respect to registered domestic securities held hereunder to
which each Portfolio shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely basis all income and
other payments with respect to bearer domestic securities if, on the date of
payment by the issuer, such securities are held by State Street or its agent
thereof and shall credit such income, as collected, to such Portfolio's
custodian account. Without limiting the generality of the foregoing, State
Street shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. Income due each Portfolio on
securities loaned pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the Fund. State Street will have no duty or responsibility
in connection therewith, other than to provide the Fund with such information
or data as may be necessary to assist the Fund in arranging for the timely
delivery to State Street of the income to which the Portfolio is properly
entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper
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Instructions on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, State Street shall pay
out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the
Portfolio but only (a) against the delivery of such securities or
evidence of title to such options, futures contracts or options
on futures contracts to State Street (or any bank, banking firm
or trust company doing business in the United States or abroad
which is qualified under the 1940 Act to act as a custodian and
has been designated by State Street as its agent for this
purpose) registered in the name of the Portfolio or in the name
of a nominee of State Street referred to in Section 2.3 hereof or
in proper form for transfer; (b) in the case of a purchase
effected through a U.S. Securities System, in accordance with the
conditions set forth in Section 2.8 hereof; (c) in the case of
repurchase agreements entered into between the Fund on behalf of
the Portfolio and State Street, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of
the securities either in certificate form or through an entry
crediting State Street's account at the Federal Reserve Bank with
such securities or (ii) against delivery of the receipt
evidencing purchase by the Portfolio of securities owned by State
Street along with written evidence of the agreement by State
Street to repurchase such securities from the Portfolio; or (d)
for transfer to a time deposit account of the Fund in any bank,
whether domestic or foreign; such transfer may be effected prior
to receipt of a confirmation from a broker and/or the applicable
bank pursuant to Proper Instructions from the Fund as defined
herein;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating expenses
of the Fund whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares declared pursuant to
the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short; and
7) For any other purpose, but only upon receipt of Proper
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Instructions from the Fund on behalf of the Portfolio specifying
the amount of such payment and naming the person or persons to
whom such payment is to be made.
SECTION 2.7 APPOINTMENT OF AGENTS. State Street may at any time or
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times in its discretion appoint (and may at any time remove) any other bank
or trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this Section 2
as State Street may from time to time direct; provided, however, that the
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appointment of any agent shall not relieve State Street of its
responsibilities or liabilities hereunder.
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. State
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Street may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System subject to the following provisions:
1) State Street may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are represented
in an account of State Street in the U.S. Securities System (the
"U.S. Securities System Account") which account 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
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
3) State Street shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the U.S.
Securities System that such securities have been transferred to
the U.S. Securities System 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 Portfolio. State Street shall
transfer securities sold for the account of the Portfolio upon
(i) receipt of advice from the U.S. Securities System that
payment for such securities has been transferred to the U.S.
Securities System 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 Portfolio. Copies of all advices from the
U.S. Securities System of transfers of securities for the account
of the Portfolio shall identify the Portfolio, be maintained for
the Portfolio by State Street and be provided to the Fund at its
request. Upon request, State Street shall furnish the Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or
notice and shall furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each day's
transactions in the U.S. Securities System for the account of the
Portfolio;
4) State Street shall provide the Fund with any report obtained by
State Street on the U.S. Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the U.S. Securities System;
5) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from
use of the U.S. 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 the U.S. Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of
State Street with respect to any claim against the U.S.
Securities System or any other person which State Street may have
as a consequence of any such loss or damage if and to the extent
that the Portfolio has not been made whole for any such loss or
damage.
SECTION 2.9 SEGREGATED ACCOUNT. State Street shall upon receipt of
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Proper Instructions on behalf of each applicable Portfolio establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by State Street
pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, State Street 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 CFTC or any registered
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Portfolio or
commodity futures contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Portfolio with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release of the U.S. Securities and Exchange Commission (the
"SEC"), or interpretative opinion of the staff of the SEC, relating to the
maintenance of segregated accounts by registered investment companies, and
(iv) for any other purpose upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio.
SECTION 2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. State
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Street shall execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by it and
in connection with transfers of securities.
SECTION 2.11 PROXIES. State Street shall, with respect to the
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domestic securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are registered
otherwise than in the name of the Portfolio or a nominee of the Portfolio,
all proxies, without indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.
SECTION 2.12 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES.
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Subject to the provisions of Section 2.3, State Street shall transmit
promptly to the Fund for each Portfolio all written information (including,
without limitation, pendency of calls and maturities of domestic securities
and expirations of rights in connection therewith and notices of exercise of
call and put options written by the Fund on behalf of the Portfolio and the
maturity of futures contracts purchased or sold by the Portfolio) received by
State Street from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, State Street shall transmit
promptly to the Portfolio all written information received by State Street
from issuers of the securities whose tender or exchange is sought and from
the party (or its agents) making the tender or exchange offer. If the
Portfolio desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Portfolio shall notify State
Street at least three business days prior to the date on which State Street
is to take such action.
SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
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SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the
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capitalized terms set forth below shall have the indicated meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held
in custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of
Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements
of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the SEC, or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian
under Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1)
of Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and
such cash and cash equivalents as are reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.
"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.
SECTION 3.2. STATE STREET AS FOREIGN CUSTODY MANAGER.
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3.2.1 DELEGATION TO STATE STREET AS FOREIGN CUSTODY MANAGER. The
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Fund, by resolution adopted by its Board, hereby delegates to State Street,
subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the
United States, and State Street hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
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responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be
amended from time to time by the Fund with the agreement of the Foreign
Custody Manager. The Foreign Custody Manager shall list on Schedule A the
Eligible Foreign Custodians selected by the Foreign Custody Manager to
maintain the assets of the Portfolios, which list of Eligible Foreign
Custodians may be amended from time to time in the sole discretion of the
Foreign Custody Manager. The Foreign Custody Manager will provide amended
versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to
open an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of
the applicable account opening requirements for such country, the Foreign
Custody Manager shall be deemed to have been delegated by the Board on behalf
of the Portfolios responsibility as Foreign Custody Manager with respect to
that country and to have accepted such delegation. Execution of this
Amendment by the Fund shall be deemed to be a Proper Instruction to open an
account, or to place or maintain Foreign Assets, in each country listed on
Schedule A in which State Street has previously placed or currently maintains
Foreign Assets pursuant to the terms of this Agreement. Following the
receipt of Proper Instructions directing the Foreign Custody Manager to close
the account of a Portfolio with the Eligible Foreign Custodian selected by
the Foreign Custody Manager in a designated country, the delegation by the
Board on behalf of the Portfolios to State Street as Foreign Custody Manager
for that country shall be deemed to have been withdrawn and State Street
shall immediately cease to be the Foreign Custody Manager of the Portfolios
with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to
the Fund. Thirty days (or such longer period to which the parties agree in
writing) after receipt of any such notice by the Fund, State Street shall
have no further responsibility in its capacity as Foreign Custody Manager to
the Fund with respect to the country as to which State Street's acceptance of
delegation is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
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(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
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provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A,
as amended from time to time. In performing its delegated responsibilities
as Foreign Custody Manager to place or maintain Foreign Assets with an
Eligible Foreign Custodian, the Foreign Custody Manager shall determine that
the Foreign Assets will be subject to reasonable care, based on the standards
applicable to custodians in the country in which the Foreign Assets will be
held by that Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody
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Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody Manager
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maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system
to monitor (i) the appropriateness of maintaining the Foreign Assets with
such Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that
the custody arrangements with an Eligible Foreign Custodian it has selected
are no longer appropriate, the Foreign Custody Manager shall notify the Board
in accordance with Section 3.2.5 hereunder.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
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purposes of this Section 3.2, the Board shall be deemed to have considered
and determined to accept such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which State Street is
serving as Foreign Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall
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report the withdrawal of the Foreign Assets from an Eligible Foreign
Custodian and the placement of such Foreign Assets with another Eligible
Foreign Custodian by providing to the Board an amended Schedule A at the end
of the calendar quarter in which an amendment to such Schedule has occurred.
The Foreign Custody Manager shall make written reports notifying the Board of
any other material change in the foreign custody arrangements of the
Portfolios described in this Section 3.2 after the occurrence of the material
change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A
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PORTFOLIO. In performing the responsibilities delegated to it, the Foreign
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Custody Manager agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of assets of
management investment companies registered under the 1940 Act would
exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign
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Custody Manager represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Fund represents to State Street that the
Board has determined that it is reasonable for the Board to rely on State
Street to perform the responsibilities delegated pursuant to this Agreement
to State Street as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF STATE STREET AS FOREIGN
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CUSTODY MANAGER. The Board's delegation to State Street as Foreign Custody
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Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination
will become effective thirty (30) days after receipt by the non-terminating
party of such notice. The provisions of Section 3.2.2 hereof shall govern
the delegation to and termination of State Street as Foreign Custody Manager
of the Portfolios with respect to designated countries.
SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.
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3.3.1 ANALYSIS AND MONITORING. State Street shall (a) provide
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the Fund (or its duly-authorized investment manager or investment advisor)
with an analysis of the custody risks associated with maintaining assets with
the Eligible Securities Depositories set forth on Schedule B hereto in
accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such
risks on a continuing basis, and promptly notify the Fund (or its
duly-authorized investment manager or investment advisor) of any material
change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 STANDARD OF CARE. State Street agrees to exercise
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reasonable care, prudence and diligence in performing the duties set forth in
Section 3.3.1.
SECTION 4. DUTIES OF STATE STREET WITH RESPECT TO PROPERTY OF THE PORTFOLIOS
------------------------------------------------------------------
HELD OUTSIDE THE UNITED STATES
------------------------------
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the
-----------
capitalized terms set forth below shall have the indicated meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES. State Street shall identify on
------------------
its books as belonging to the Portfolios the foreign securities held by each
Foreign Sub-Custodian or Foreign Securities System. State Street may hold
foreign securities for all of its customers, including the Portfolios, with
any Foreign Sub-Custodian in an account that is identified as belonging to
State Street for the benefit of its customers, provided however, that (i) the
records of State Street with respect to foreign securities of the Portfolios
which are maintained in such account shall identify those securities as
belonging to the Portfolios and (ii), to the extent permitted and customary
in the market in which the account is maintained, State Street shall require
that securities so held by the Foreign Sub-Custodian be held separately from
any assets of such Foreign Sub-Custodian or of other customers of such
Foreign Sub-Custodian.
SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall
--------------------------
be maintained in a Foreign Securities System in a designated country through
arrangements implemented by State Street or a Foreign Sub-Custodian, as
applicable, in such country.
SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
---------------------------------------
4.4.1. DELIVERY OF FOREIGN ASSETS. State Street or a
--------------------------
Foreign Sub-Custodian shall release and deliver foreign securities of the
Portfolios held by State Street or such Foreign Sub-Custodian, or in a
Foreign Securities System account, only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the parties,
and only in the following cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against expectation
of receiving later payment; or (B) in the case of a sale effected
through a Foreign Securities System, in accordance with the rules
governing the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities
are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name
of State Street (or the name of the respective Foreign
Sub-Custodian or of any nominee of State Street or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-Custodian shall
have no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Foreign Sub-Custodian's
own negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities;
(ix) for delivery as security in connection with any borrowing by the
Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2.PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
---------------------------
Instructions, which may be continuing instructions when deemed appropriate by
the parties, State Street shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies
of a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an agent
for such seller or dealer) against expectation of receiving later
delivery of such foreign securities; or (B) in the case of a
purchase effected through a Foreign Securities System, in
accordance with the rules governing the operation of such Foreign
Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees under
this Agreement, legal fees, accounting fees, and other operating
expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with
or through State Street or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect
of securities sold short;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming the
person or persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS. Notwithstanding any provision of
-----------------
this Agreement to the contrary, settlement and payment for Foreign Assets
received for the account of the Portfolios and delivery of Foreign Assets
maintained for the account of the Portfolios may be effected in accordance
with the customary established securities trading or processing practices and
procedures in the country or market in which the transaction occurs,
including, without limitation, delivering Foreign Assets to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
with the expectation of receiving later payment for such Foreign Assets from
such purchaser or dealer.
State Street shall provide to the Board the information with respect to
custody and settlement practices in countries in which State Street employs a
Foreign Sub-Custodian described on Schedule C hereto at the time or times set
forth on such Schedule. State Street may revise Schedule C from time to
time, provided that no such revision shall result in the Board being provided
with substantively less information than had been previously provided
hereunder.
SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign
----------------------------------
securities maintained in the custody of a Foreign Sub-Custodian (other than
bearer securities) shall be registered in the name of the applicable
Portfolio or in the name of State Street or in the name of any Foreign
Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on
behalf of such Portfolio agrees to hold any such nominee harmless from any
liability as a holder of record of such foreign securities. State Street or a
Foreign Sub-Custodian shall not be obligated to accept securities on behalf
of a Portfolio under the terms of this Agreement unless the form of such
securities and the manner in which they are delivered are in accordance with
reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. State Street shall identify on its
-------------
books as belonging to the Fund cash (including cash denominated in foreign
currencies) deposited with State Street. Where State Street is unable to
maintain, or market practice does not facilitate the maintenance of, cash on
the books of State Street, a bank account or bank accounts shall be opened
and maintained outside the United States on behalf of a Portfolio with a
Foreign Sub-Custodian. All accounts referred to in this Section shall be
subject only to draft or order by State Street (or, if applicable, such
Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold
cash received by or from or for the account of the Portfolio. Cash
maintained on the books of State Street (including its branches, subsidiaries
and affiliates), regardless of currency denomination, is maintained in bank
accounts established under, and subject to the laws of, The Commonwealth of
Massachusetts.
SECTION 4.7. COLLECTION OF INCOME. State Street shall use
--------------------
reasonable commercial efforts to collect all income and other payments with
respect to the Foreign Assets held hereunder to which the Portfolios shall be
entitled and shall credit such income, as collected, to the applicable
Portfolio. In the event that extraordinary measures are required to collect
such income, the Fund and State Street shall consult as to such measures and
as to the compensation and expenses of State Street relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign
------------------
securities held pursuant to this Section 4, State Street will use reasonable
commercial efforts to facilitate the exercise of voting and other shareholder
rights, subject always to the laws, regulations and practical constraints
that may exist in the country where such securities are issued. The Fund
acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect
of severely limiting the ability of the Fund to exercise shareholder rights.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. State
---------------------------------------------
Street shall transmit promptly to the Fund written information with respect
to materials received by State Street via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the
Portfolios (including, without limitation, pendency of calls and maturities
of foreign securities and expirations of rights in connection therewith).
With respect to tender or exchange offers, State Street shall transmit
promptly to the Fund written information with respect to materials so
received by State Street from issuers of the foreign securities whose tender
or exchange is sought or from the party (or its agents) making the tender or
exchange offer. State Street shall not be liable for any untimely exercise
of any tender, exchange or other right or power in connection with foreign
securities or other property of the Portfolios at any time held by it unless
(i) State Street or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) State Street
receives Proper Instructions with regard to the exercise of any such right or
power, and both (i) and (ii) occur at least three business days prior to the
date on which State Street is to take action to exercise such right or power.
SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement
-----------------------------------
pursuant to which State Street employs a Foreign Sub-Custodian shall, to the
extent possible, require the Foreign Sub-Custodian to exercise reasonable
care in the performance of its duties, and to indemnify, and hold harmless,
State Street from and against any loss, damage, cost, expense, liability or
claim arising out of or in connection with the Foreign Sub-Custodian's
performance of such obligations. At the Fund's election, the Portfolios
shall be entitled to be subrogated to the rights of State Street with respect
to any claims against a Foreign Sub-Custodian as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Portfolios have not been made whole for any such loss, damage, cost, expense,
liability or claim.
SECTION 4.11 TAX LAW. State Street shall have no responsibility
-------
or liability for any obligations now or hereafter imposed on the Fund, the
Portfolios or State Street as custodian of the Portfolios by the tax law of
the United States or of any state or political subdivision thereof. It shall
be the responsibility of the Fund to notify State Street of the obligations
imposed on the Fund with respect to the Portfolios or State Street as
custodian of the Portfolios by the tax law of countries other than those
mentioned in the above sentence, including responsibility for withholding and
other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of State Street with regard
to such tax law shall be to use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund under the tax law of countries
for which the Fund has provided such information.
SECTION 4.12. LIABILITY OF STATE STREET. State Street shall be
-------------------------
liable for the acts or omissions of a Foreign Sub-Custodian to the same
extent as set forth with respect to sub-custodians generally in this
Agreement and, regardless of whether assets are maintained in the custody of
a Foreign Sub-Custodian or a Foreign Securities System, State Street shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions, or acts
of war or terrorism, or any other loss where the Sub-Custodian has otherwise
acted with reasonable care.
SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES. State
----------------------------------------------------------
Street shall receive from the distributor for the Shares or from the Transfer
Agent and deposit into the account of the appropriate Portfolio such payments
as are received for Shares thereof issued or sold from time to time by the
Fund. State Street will provide timely notification to the Fund on behalf of
each such Portfolio and the Transfer Agent of any receipt by it of payments
for Shares of such Portfolio.
From such funds as may be available for the purpose, State Street shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares, State Street is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares, State Street shall honor checks drawn
on State Street by a holder of Shares, which checks have been furnished by
the Fund to the holder of Shares, when presented to State Street in
accordance with such procedures and controls as are mutually agreed upon from
time to time between the Fund and State Street.
SECTION 6. PROPER INSTRUCTIONS. Proper Instructions as used throughout
-------------------
this Agreement means a writing signed or initialed by one or more person or
persons as the Board shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action
is requested. Oral instructions will be considered Proper Instructions if
State Street reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in
writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund and
State Street agree to security procedures, including but not limited to, the
security procedures selected by the Fund in the Funds Transfer Addendum
attached hereto. For purposes of this Section, Proper Instructions shall
include instructions received by State Street pursuant to any three-party
agreement which requires a segregated asset account in accordance with
Section 2.10.
SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. State Street may
-------------------------------------------
in its discretion, without express authority from the Fund on behalf of each
applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Agreement, provided that all such payments shall be
--------
accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Portfolio
except as otherwise directed by the Board.
SECTION 8. EVIDENCE OF AUTHORITY. State Street shall be protected in acting
---------------------
upon any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the Fund. State Street may receive and accept a
copy of a resolution certified by the Secretary or an Assistant Secretary of
the Fund ("Certified Resolution") as conclusive evidence (a) of the authority
of any person to act in accordance with such resolution or (b) of any
determination or of any action by the Board as described in such resolution,
and such resolution may be considered as in full force and effect until
receipt by State Street of written notice to the contrary.
SECTION 9. DUTIES OF STATE STREET WITH RESPECT TO THE BOOKS OF ACCOUNT AND
----------------------------------------------------------------
CALCULATION OF NET ASSET VALUE AND NET INCOME. State Street shall cooperate
---------------------------------------------
with and supply necessary information to the entity or entities appointed by
the Board to keep the books of account of each Portfolio and/or compute the
net asset value per Share of the outstanding Shares or, if directed in
writing to do so by the Fund on behalf of the Portfolio, shall itself keep
such books of account and/or compute such net asset value per Share. If so
directed, State Street shall also calculate daily the net income of the
Portfolio as described in the Prospectus and shall advise the Fund and the
Transfer Agent daily of the total amounts of such net income and, if
instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its
various components. The calculations of the net asset value per Share and
the daily income of each Portfolio shall be made at the time or times
described from time to time in the Prospectus.
SECTION 10. RECORDS. State Street shall with respect to each Portfolio
-------
create and maintain all records relating to its activities and obligations
under this Agreement in such manner as will meet the obligations of the Fund
under the 1940 Act, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the
Fund and shall at all times during the regular business hours of State Street
be open for inspection by duly authorized officers, employees or agents of
the Fund and employees and agents of the SEC. State Street shall, at the
Fund's request, supply the Fund with a tabulation of securities owned by each
Portfolio and held by State Street and shall, when requested to do so by the
Fund and for such compensation as shall be agreed upon between the Fund and
State Street, include certificate numbers in such tabulations.
SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT. State Street shall take
----------------------------------------
all reasonable action, as the Fund on behalf of each applicable Portfolio may
from time to time request, to obtain from year to year favorable opinions
from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A, and
Form N-SAR or other annual reports to the SEC and with respect to any other
requirements thereof.
SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. State
-------------------------------------------------
Street shall provide the Fund, on behalf of each of the Portfolios at such
times as the Fund may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on
futures contracts, including securities deposited and/or maintained in a U.S.
Securities System or a Foreign Securities System, relating to the services
provided by State Street under this Agreement; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would
be disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
SECTION 13. COMPENSATION OF STATE STREET. State Street shall be entitled to
----------------------------
reasonable compensation for its services and expenses as State Street, as
agreed upon from time to time between the Fund on behalf of each applicable
Portfolio and State Street.
SECTION 14. RESPONSIBILITY OF STATE STREET. So long as and to the extent
------------------------------
that it is in the exercise of reasonable care, State Street 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 and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. State Street shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement, but shall
be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence, including,
without limitation, acting in accordance with any Proper Instruction. It
shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for the Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. State Street
shall be without liability to the Fund and the Portfolios for any loss,
liability, claim or expense resulting from or caused by anything which is
part of Country Risk (as defined in Section 3 hereof), including without
limitation nationalization, expropriation, currency restrictions, or acts of
war, revolution, riots or terrorism.
Except as may arise from State Street's own negligence or willful misconduct
or the negligence or willful misconduct of a sub-custodian or agent, State
Street shall be without liability to the Fund for any loss, liability, claim
or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of State Street or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions,
work stoppages, natural disasters, or other similar events or acts; (ii)
errors by the Fund or its duly-authorized investment manager or investment
advisor in their instructions to State Street provided such instructions have
been in accordance with this Agreement; (iii) the insolvency of or acts or
omissions by a Securities System; (iv) any delay or failure of any broker,
agent or intermediary, central bank or other commercially prevalent payment
or clearing system to deliver to State Street's sub-custodian or agent
securities purchased or in the remittance or payment made in connection with
securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
State Street, the Fund, State Street's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer
such securities including non-receipt of bonus, dividends and rights and
other accretions or benefits; (vi) delays or inability to perform its duties
due to any disorder in market infrastructure with respect to any particular
security or Securities System; and (vii) any provision of any present or
future law or regulation or order of the United States of America, or any
state thereof, or any other country, or political subdivision thereof or of
any court of competent jurisdiction.
State Street shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 4 hereof) to the same extent as set
forth with respect to sub-custodians generally in this Agreement.
If the Fund on behalf of a Portfolio requires State Street to take any action
with respect to securities, which action involves the payment of money or
which action may, in the opinion of State Street, result in State Street or
its nominee assigned to the Fund or the Portfolio being liable for the
payment of money or incurring liability of some other form, the Fund on
behalf of the Portfolio, as a prerequisite to requiring State Street to take
such action, shall provide indemnity to State Street in an amount and form
satisfactory to it.
If the Fund requires State Street, its affiliates, subsidiaries or agents, to
advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) 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 applicable
Portfolio 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 such Portfolio's assets to the extent necessary to obtain
reimbursement.
In no event shall State Street be liable for indirect, special or
consequential damages.
SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT. This Agreement
-------------------------------------------
shall become effective as of its execution, shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than sixty (60) days
after the date of such delivery or mailing; provided, however, that the Fund
--------
shall not amend or terminate this Agreement in contravention of any
applicable federal or state regulations, or any provision of the Fund's
Articles of Incorporation, and further provided, that the Fund on behalf of
one or more of the Portfolios may at any time by action of its Board (i)
substitute another bank or trust company for State Street by giving notice as
described above to State Street, or (ii) immediately terminate this Agreement
in the event of the appointment of a conservator or receiver for State Street
by the Comptroller of the Currency or upon the happening of a like event at
the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Agreement, the Fund on behalf of each applicable
Portfolio shall pay to State Street such compensation as may be due as of the
date of such termination and shall likewise reimburse State Street for its
costs, expenses and disbursements.
SECTION 16. SUCCESSOR CUSTODIAN. If a successor custodian for one or more
-------------------
Portfolios shall be appointed by the Board, State Street shall, upon
termination, deliver to such successor custodian at the office of State
Street, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an
account of the successor custodian all of the securities of each such
Portfolio held in a Securities System.
If no such successor custodian shall be appointed, State Street shall, in
like manner, upon receipt of a Certified Resolution, deliver at the office of
State Street and transfer such securities, funds and other properties in
accordance with such resolution.
In the event that no written order designating a successor custodian or
Certified Resolution 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, which is a "bank"
as defined in the 1940 Act, doing business in Boston, Massachusetts, or New
York, New York, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less
than $25,000,000, all securities, funds and other properties held by State
Street on behalf of each applicable Portfolio and all instruments held by
State Street relative thereto and all other property held by it under this
Agreement on behalf of each applicable Portfolio, and to transfer to an
account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust
company shall be the successor of State Street under this Agreement.
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 Resolution to appoint a
successor custodian, State Street shall be entitled to fair compensation for
its services during such period as State Street retains possession of such
securities, funds and other properties and the provisions of this Agreement
relating to the duties and obligations of State Street shall remain in full
force and effect.
SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the
--------------------------------------
operation of this Agreement, State Street and the Fund on behalf of each of
the Portfolios, may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
--------
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Fund's Articles of Incorporation. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
SECTION 18. ADDITIONAL FUNDS. In the event that the Fund establishes one or
----------------
more additional series of Shares with respect to which it desires to have
State Street render services as custodian and investment accounting agent
under the terms hereof, it shall so notify State Street in writing, and if
State Street agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
SECTION 19. MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed
--------------------------
and the provisions thereof interpreted under and in accordance with laws of
The Commonwealth of Massachusetts.
SECTION 20. PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of
----------------
the date hereof, all prior Agreements between the Fund on behalf of each of
the Portfolios and State Street relating to the custody of the Fund's assets.
SECTION 21. NOTICES.. Any notice, instruction or other instrument
-------
required to be given hereunder may be delivered in person to the offices of
the parties as set forth herein during normal business hours or delivered
prepaid registered mail or by telex, cable or telecopy to the parties at the
following addresses or such other addresses as may be notified by any party
from time to time.
To the Fund: J&B FUNDS
BMA Tower
700 Karnes Boulevard
Attention: Brad Adams
Telephone: (816) 751-5921
Telecopy: (816) 751-5905
To State Street: STATE STREET BANK AND TRUST COMPANY
801 Pennsylvania Avenue
Kansas City, Missouri 64105
Attention: Vice President Custody
Telephone: 816-871-4100
Telecopy: 816-871-9648
Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty-four hours after dispatch
and, in the case of telex, immediately on dispatch and if delivered outside
normal business hours it shall be deemed to have been received at the next
time after delivery when normal business hours commence and in the case of
cable, telex or telecopy on the business day after the receipt thereof.
Evidence that the notice was properly addressed, stamped and put into the
post shall be conclusive evidence of posting.
SECTION 22. REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
-------------------------
addenda, exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto all/each agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 23. REMOTE ACCESS SERVICES.
----------------------
SECTION 23.1 THE SYSTEM. Fund acknowledges that State Street has
----------
developed proprietary accounting and other systems, and has acquired licenses
for other such systems, which it utilizes in conjunction with the services
that it provides to Fund (the "Systems"). In this regard, State Street
maintains certain information in databases under its control and ownership
that it makes available on a remote basis to its customers (the "Remote
Access Services").
SECTION 23.2 THE SERVICES. The provisions of this Section of
------------
this Agreement shall govern use of all Systems that State Street may from
time to time agree to provide Fund, and its designated investment advisors,
consultants or other third parties authorized by State Street who agree to
abide by the terms of this Section ("Authorized Designees") in order to
provide Remote Access Services for the purpose of obtaining and analyzing
reports and information.
SECTION 23.3 SECURITY PROCEDURES. Fund agrees to comply, and to
-------------------
cause its Authorized Designees to comply, with remote access operating
standards and procedures and with user identification or other password
control requirements and other security procedures as may be issued from time
to time by State Street for use of the Systems and access to the Remote
Access Services. Fund agrees to advise State Street immediately in the event
that Fund learns or has reason to believe that any person to whom it has
given access to the Systems or the Remote Access Services has violated or
intends to violate the terms of this Section and Fund will cooperate with
State Street in seeking injunctive or other equitable relief. Fund agrees to
discontinue use of the Systems and Remote Access Services, if requested, for
any security reasons cited by State Street.
SECTION 23.4 FEES. Fees and charges (if any) for the use of the
----
Systems and the Remote Access Services and related payment terms shall be as
set forth in the fee schedule in effect from time to time between State
Street and Fund. Fund shall be responsible for any tariffs, duties or taxes
imposed or levied by any government or governmental agency by reason of the
transactions contemplated by this Section, including, without limitation,
federal, state and local taxes, use, value added and personal property taxes
(other than income, franchise or similar taxes which may be imposed or
assessed against State Street). Any claimed exemption from such tariffs,
duties or taxes shall be supported by proper documentary evidence delivered
to State Street.
SECTION 23.5 PROPRIETARY INFORMATION/INJUNCTIVE RELIEF. The
-----------------------------------------
Systems and Remote Access Services and the databases, computer programs,
screen formats, report formats, interactive design techniques, formulae,
processes, systems, software, know-how, algorithms, programs, training aids,
printed materials, methods, books, records, files, documentation and other
information made available to Fund by State Street as part of the Remote
Access Services and through the use of the Systems and all copyrights,
patents, trade secrets and other proprietary rights of State Street and its
relevant licensors related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors, as
applicable (the "Proprietary Information"). Fund agrees on its own behalf
and its Authorized Designees to keep the Proprietary Information confidential
and to limit access to its employees and Authorized Designees (under a
similar duty of confidentiality) who require access to the Systems for the
purposes intended. The foregoing shall not apply to Proprietary Information
in the public domain or required by law to be made public.
Fund agrees to use the Remote Access Services only in connection with the
proper purposes of this Agreement. Fund will not, and will cause its
employees and Authorized Designees not to, (1) permit any third party to use
the Systems or the Remote Access Services, (2) sell, rent, license or
otherwise use the Systems or the Remote Access Services in the operation of a
service bureau or for any purpose other than as expressly authorized under
this Section, (3) use the Systems or the Remote Access Services for any fund,
trust or other investment vehicle without the prior written consent of State
Street, or (4) allow or cause any information transmitted from State Street's
databases, including data from third party sources, available through use of
the Systems or the Remote Access Services, to be redistributed or
retransmitted for other than use for or on behalf of the Fund, as State
Street's customer.
Funds agrees that neither Fund nor its Authorized Designees will modify the
Systems in any way, enhance or otherwise create derivative works based upon
the Systems, nor will Fund or its Authorized Designees reverse engineer,
decompile or otherwise attempt to secure the source code for all or any part
of the Systems.
Fund acknowledges that the disclosure of any Proprietary Information, or of
any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury inadequately
compensable in damages at law, and that State Street and its licensor, if
applicable, shall be entitled to obtain immediate injunctive relief against
the breach or threatened breach of any of the foregoing undertakings, in
addition to any other legal remedies which may be available.
SECTION 23.6 LIMITED WARRANTIES. State Street represents and
------------------
warrants that it has the right to grant access to the Systems and to provide
the Remote Access Services contemplated herein. Because of the nature of
computer information technology and the necessity of relying upon third-party
sources, and data and pricing information obtained from third parties, the
Systems and Remote Access Services are provided "AS IS", and Fund and its
Authorized Designees shall be solely responsible for the investment
decisions, regulatory reports and statements produced using the Remote Access
Services. State Street and its relevant licensors will not be liable to Fund
or its Authorized Designees for any direct or indirect, special, incidental,
punitive or consequential damages arising out of or in any way connected with
the Systems or the Remote Access Services, nor shall either party be
responsible for delays or nonperformance under this Agreement arising out of
any cause or event beyond such party's control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR ITSELF AND
ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING
THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
SECTION 23.7 INFRINGEMENT. State Street will defend or, at its
------------
option, settle any claim or action brought against Fund to the extent that it
is based upon an assertion that access to any proprietary System developed
and owned by State Street or use of the Remote Access Services through any
such proprietary System by Fund under this Section constitutes direct
infringement of any United States patent or copyright or misappropriation of
a trade secret, provided that Fund notifies State Street promptly in writing
of any such claim or proceeding and cooperates with State Street in the
defense of such claim or proceeding. Should any such proprietary System or
the Remote Access Services accessed thereby or any part thereof become, or in
State Street's opinion be likely to become, the subject of a claim of
infringement or the like under the patent or copyright or trade secret laws
of the United States, State Street shall have the right, at State Street's
sole option, to (1) procure for Fund the right to continue using such System
or Remote Access Services, (2) replace or modify such System or Remote Access
Services so that the System or the Remote Access Services becomes
noninfringing, or (3) terminate Fund's access to the System or the Remote
Access Services without further obligation.
SECTION 23.8 TERMINATION OF REMOTE ACCESS SERVICES. Either
-------------------------------------
party may terminate access to the System or the Remote Access Services (1)
for any reason by giving the other party at least one-hundred and eighty
(180) days' prior written notice in the case of notice of termination by
State Street to Fund or thirty (30) days' notice in the case of notice from
Fund to State Street of termination, or (2) immediately for failure of the
other party to comply with any material term and condition of this Section by
giving the other party written notice of termination. Access to the System
or Remote Access Services shall in any event terminate within ninety (90)
days after the termination of any State Street custodian, accounting or other
services agreement applicable to Fund. In the event of termination, Fund
will return to State Street all copies of documentation and other
confidential information in Fund's possession or in the possession of its
Authorized Designees. The foregoing provisions with respect to
confidentiality and infringement will survive termination for a period of
three (3) years.
SECTION 24. SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires
-----------------------------------
banks which hold securities for the account of customers to respond to
requests by issuers of securities for the names, addresses and holdings of
beneficial owners of securities of that issuer held by the bank unless the
beneficial owner has expressly objected to disclosure of this information.
In order to comply with the rule, State Street needs the Fund to indicate
whether it authorizes State Street to provide the Fund's name, address, and
share position to requesting companies whose securities the Fund owns. If
the Fund tells State Street "no", State Street will not provide this
information to requesting companies. If the Fund tells State Street "yes" or
does not check either "yes" or "no" below, State Street is required by the
rule to treat the Fund as consenting to disclosure of this information for
all securities owned by the Fund or any funds or accounts established by the
Fund. For the Fund's protection, the Rule prohibits the requesting company
from using the Fund's name and address for any purpose other than corporate
communications. Please indicate below whether the Fund consents or objects
by checking one of the alternatives below.
YES [ ] State Street is authorized to release the Fund's name, address,
and share positions.
NO [ ] State Street is not authorized to release the Fund's name,
address, and share positions.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of December __,
2000.
J&B FUNDS FUND SIGNATURE ATTESTED TO BY:
By: _________________________ By: ____________________
Name: _________________________ Name: ____________________
Title:_________________________ Title:____________________
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: ________________________ By: _____________________
Name: ________________________ Name: _____________________
Title:________________________ Title:_____________________
FUNDS TRANSFER ADDENDUM
1. OBLIGATION OF THE SENDER: State Street Bank and Trust Company and
affiliates ("SSB") is authorized to promptly debit Client's account(s) upon
the receipt of a payment order in compliance with any of the Security
Procedures chosen by the Client, from those offered on the attached selection
form (and any updated selection forms hereafter executed by the Client), for
funds transfers and in the amount of money that SSB has been instructed to
transfer. SSB is hereby instructed to accept funds transfer instructions
only via the delivery methods and Security Procedures indicated on the
attached selection form (and any updated selection forms hereafter executed
by the Client). The Client agrees that the Security Procedures are
reasonable and adequate for its wire transfer transactions and agrees to be
bound by any payment orders, amendments and cancellations, whether or not
authorized, issued in its name and accepted by SSB after being confirmed by
any of the selected Security Procedures. The Client also agrees to be bound
by any other valid and authorized payment order accepted by SSB. SSB shall
execute payment orders in compliance with the selected Security Procedures
and with the Client's/Investment Manager's instructions on the execution date
provided that such payment order is received by the customary deadline for
processing such a request, unless the payment order specifies a later time.
SSB will use reasonable efforts to execute on the execution date payment
orders received after the customary deadline, but if it is unable to execute
any such payment order on the execution date, such payment order will be
deemed to have been received on the next business day.
2. SECURITY PROCEDURES: The Client acknowledges that the selected Security
Procedures were selected by the Client from Security Procedures offered by
SSB. The Client shall restrict access to confidential information relating
to the Security Procedures to authorized persons as communicated in writing
to SSB. The Client must notify SSB immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of any
change in the Client's authorized personnel. SSB shall verify the
authenticity of all instructions according to the selected Security
Procedures.
3. ACCOUNT NUMBERS: SSB shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by SSB at the instruction
of the Client may also process payment orders on the basis of account
numbers, regardless of any name included in the payment order. SSB will also
rely on any financial institution identification numbers included in any
payment order, regardless of any financial institution name included in the
payment order.
4. REJECTION: SSB reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance
in the account to be charged at the time of SSB's receipt of such payment
order; (b) if initiating such payment order would cause SSB, in SSB's sole
judgment, to exceed any applicable volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers; or (c) if SSB, in good faith,
is unable to satisfy itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: SSB shall use reasonable efforts to act on
all authorized requests to cancel or amend payment orders received in
compliance with the selected Security Procedures provided that such requests
are received in sufficient time to afford SSB a reasonable opportunity to act
prior to executing the payment order. However, SSB assumes no liability if
the request for amendment or cancellation cannot be satisfied by SSB's
reasonable efforts.
6. ERRORS: SSB shall assume no responsibility for failure to detect any
erroneous payment order provided that SSB complies with the payment order
instructions as received and SSB complies with the selected Security
Procedures. The Security Procedures are established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: SSB shall assume no responsibility for
lost interest with respect to the refundable amount of any unauthorized
payment order, unless SSB is notified of the unauthorized payment order
within thirty (30) days of notification by SSB of the acceptance of such
payment order. In no event (including but not limited to failure to execute
a payment order) shall SSB be liable for special, indirect or consequential
damages, even if advised of the possibility of such damages.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS:
When the Client initiates or receives ACH credit and debit entries pursuant
to these Guidelines and the rules of the National Automated Clearing House
Association and the Mid-America Payment Exchange or other similar body, SSB
or its agent will act as an Originating Depository Financial Institution
and/or Receiving Depository Financial Institution, as the case may be, with
respect to such entries. Credits given with respect to an ACH credit entry
are provisional until final settlement for such entry is received from the
Federal Reserve Bank. If such final settlement is not received, the Client
agrees to promptly refund the amount credited to the Client in connection
with such entry, and the party making payment to the Client via such entry
shall not be deemed to have paid the amount of the entry.
9. CONFIRMATIONS: Confirmation of SSB's execution of payment orders shall
ordinarily be provided within 24 hours. Notice may be delivered through
SSB's account statements, advices, information systems, or by facsimile or
callback. The Client must report any objections to the execution of a
payment order within 30 days.
10. MISCELLANEOUS: SSB may use the Federal Reserve System Fedwire to
execute payment orders, and any payment order carried in whole or in part
through Fedwire will be subject to applicable Federal Reserve Board rules and
regulations. SSB and the Client agree to cooperate to attempt to recover any
funds erroneously paid to wrong parties, regardless of any fault of SSB or
the Client, but the party responsible for the erroneous payment shall bear
all costs and expenses incurred in trying to effect such recovery. These
Guidelines may not be amended except by a written agreement signed by the
parties.
SECURITY PROCEDURES SELECTION FORM
Please select at least two of the funds transfer security procedures
indicated below.
[] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions
that provides telecommunication services for its membership.
Participation is limited to securities brokers and dealers, clearing and
depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission
errors, loss of confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for
existing SWIFT members.
[] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer
(CPU-CPU) data communications between the Client and/or its agent and SSB
and/or its agent. Security procedures include encryption and/or the use
of a test key by those individuals authorized as Automated Batch
Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically
used for high-volume business such as shareholder redemptions and
dividend payments.
[] AUTOMATED CLEARING HOUSE (ACH)
SSB or its agent receives an automated transmission from a Client for the
initiation of payment (credit) or collection (debit) transactions through
the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. The transmission is sent from the
Client's or its agent's system to SSB's or its agent's system with
encryption.
[] REPETITIVE WIRES
For situations where funds are transferred periodically from an existing
authorized account to the same payee (destination bank and account
number) and only the date and currency amount are variable, a repetitive
wire may be implemented. Repetitive wires will be subject to a $10
million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by Telephone Confirmation (Call Back) or
Test Key prior to execution. Repetitive wire instructions must be
reconfirmed annually. Clients may establish Repetitive Wires by following
the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts. If this option is selected, choose either
Telephone Confirmation or Test Key to be used as a secondary procedure
when over $10 million.
[] STANDING INSTRUCTIONS
Funds are transferred by SSB to a counter party on the Client's
established list of authorized counter parties. Only the date and the
dollar amount are variable. Clients may establish Standby Instructions
by following the agreed upon security procedures as described by
Telephone Confirmation (Call Back) or Test Key. Additional paperwork
will be required from insurance Clients using 1031 drawdowns.
This option is used for transactions that include but are not limited to
Foreign Exchange Contracts, Time Deposits and Tri-Party Repurchase
Agreements. If this option is selected, choose either Telephone
Confirmation or Test Key to be used as a secondary procedure when over
$10 million.
[] TELEPHONE CONFIRMATION (CALL BACK)
This procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. SSB will verify that the
instruction contains the signature of an authorized person and prior to
execution of the payment order, will contact someone other than the
originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures. Please complete the
Telephone Confirmation Instructions attached as a Schedule hereto.
[] TEST KEY
Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. SSB will provide
test keys if this option is chosen. SSB will verify that the instruction
contains the signature of an authorized person and prior to execution of
the payment order, will authenticate the test key provided with the
corresponding test key at SSB.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
The individual signing below must be authorized to sign contract on behalf of
the client. The execution of payment orders under the selected Security
Procedures is governed by the Funds Transfer Operating Guidelines, which are
incorporated by reference.
CLIENT
By:____________________
Authorized Signature
_______________________
Type or Print Name
_______________________
Title
_______________________
Date
SCHEDULE TO FUNDS TRANSFER OPERATING GUIDELINES
AND SECURITY PROCEDURES SELECTION FORM
CLIENT/INVESTMENT MANAGER:
Company Name
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
Name Name
Address Address
City/State/Zip Code City/State/Zip Code
Telephone Number Telephone Number
Facsimile Number Facsimile
Number
SWIFT Number
TELEPHONE CONFIRMATION INSTRUCTIONS
Authorized Initiators (Please Type or Print) - Please provide a listing of
your staff members who are currently authorized to INITIATE wire transfer
instructions:
NAME TITLE SPECIMEN SIGNATURE
Authorized Verifiers (Please Type or Print) - Please provide a listing of
your staff members who will be CALLED BACK to verify the initiation of
repetitive wires of $10 million or more and all non-repetitive wire
instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF
ANY)
STATE STREET SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
6
12/15/00
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen
Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile Citibank, N.A.
People's Republic The Hongkong and Shanghai
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni
Banka, A.S.
Denmark Den Danske Bank
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E.
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank
Finland Merita Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Icebank Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant
Bank Ltd.
Japan The Fuji Bank, Limited
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabanka
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai
Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited -
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse
First Boston - Zurich)
Singapore The Development Bank of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company,
London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
STATE STREET SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country
Depositories
10/12/00
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities
Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing &
of China Registration Corporation
Shenzhen Securities Central Clearing
Co., Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in
Securities in Book-Entry Form
Apothetirion Titlon AE - Central Securities Depository
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center(JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (Midclear) S.A.L.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co.Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian
Central Securities Depository)
Oman Muscat Depository & Securities
Registration Company, SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a
department of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones,
Institucion de Compensacion
y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities
(ROSS) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartosciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities
Market
Romania National Securities Clearing,Settlement and
Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Druzba d.d.
South Africa Central Depository Limited
Share Transactions Totally Electronic
(STRATE) Ltd.
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana, Central de
Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt)Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd.
Thailand Thailand Securities Depository Company Limited
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs
Mobilieres
Turkey Takas ve Saklama Bankasi A.S.
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gilts Office and
Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia LuSE Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information Brief Description
(Frequency)
The Guide to Custody in World Markets An overview of safekeeping and
settlement practices and
(annually) procedures in each market in which State Street
Bank and Trust Company offers custodial services.
Global Custody Network Review Information relating to the
operating history and structure of
(annually) depositories and subcustodians located in the
markets in which State Street Bank and Trust
Company offers custodial services, including
transnational depositories.
Global Legal Survey With respect to each market in which State Street
Bank and
(annually) Trust Company offers custodial services, opinions
relating to whether local law restricts (i)
access of a fund's independent public accountants
to books and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) the Fund's
ability to recover in the event of bankruptcy or
insolvency of a Foreign Sub-Custodian or Foreign
Securities System, (iii) the Fund's ability to
recover in the event of a loss by a Foreign
Sub-Custodian or Foreign Securities System, and
(iv) the ability of a foreign investor to convert
cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State Street
Bank and
(annually) Trust Company has entered into with each
subcustodian in the markets in which State Street
Bank and Trust Company offers subcustody services
to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in the
markets in which State Street Bank and Trust
Company offers custodial services.
Foreign Custody Advisories (as
necessary): With respect to markets in which State Street
Bank and Trust Company offers custodial services
which exhibit special custody risks, developments
which may impact State Street's ability to
deliver expected levels of service.
