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CUSTODY, INVESTMENT ACCOUNTING AND DATA ACCESS AGREEMENT
THIS AGREEMENT is made effective the 1st day of September, 2000, by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 225 Franklin Street, Boston, Massachusetts 02110 ("State
Street"), and HOMESTEAD FUNDS, INC. a Maryland corporation, having its principal
office and place of business at 4301 Wilson Boulevard, Arlington, Virginia 22203
("Fund").
WHEREAS, Fund desires to appoint State Street as custodian of the
assets of the Fund's investment portfolio or portfolios (each a "Portfolio",
and collectively the "Portfolios") and as its agent to perform certain
investment accounting and recordkeeping functions; and
WHEREAS, State Street is willing to accept such appointment on the
terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and
appoints State Street as:
A. Custodian of the investment securities, interests in loans and
other non-cash investment property, and monies at any time
owned by each of the Portfolios and delivered to State Street
as custodian hereunder ("Assets"); and
B. Agent to perform certain accounting and recordkeeping
functions relating to portfolio transactions required of a
duly registered investment company under Rule 31a of the
Investment Company Act of 1940, as amended (the "1940 Act")
and to calculate the net asset value of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to State
Street:
1. That it is a corporation duly organized and existing
and in good standing under the laws of its state of
organization, and that it is registered under the
1940 Act; and
2. That it has the requisite power and authority under
applicable law, its articles of incorporation and its
bylaws to enter into this Agreement; it has taken all
requisite action necessary to appoint State Street as
custodian and investment accounting and recordkeeping
agent; this Agreement has been duly executed and
delivered by Fund; and this Agreement constitutes a
legal, valid and binding obligation of Fund,
enforceable in accordance with its terms
B. State Street hereby represents, warrants and acknowledges to
Fund:
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1. That it is a trust company duly organized and
existing and in good standing under the laws of the
Commonwealth of Massachusetts; and
2. That it has the requisite power and authority under
applicable law, its charter and its bylaws to enter
into and perform this Agreement; this Agreement has
been duly executed and delivered by State Street; and
this Agreement constitutes a legal, valid and binding
obligation of State Street, enforceable in accordance
with its terms.
3. DUTIES AND RESPONSIBILITIES OF THE PARTIES.
A. Delivery of Assets. Except as permitted by the 1940 Act, Fund
will deliver or cause to be delivered to State Street on the
effective date hereof, or as soon thereafter as practicable,
and from time to time thereafter, all Assets acquired by,
owned by or from time to time coming into the possession of
each of the Portfolios during the term hereof. State Street
has no responsibility or liability whatsoever for or on
account of assets not so delivered.
B. Delivery of Accounts and Records. Fund will turn over or cause
to be turned over to State Street all accounts and records
needed by State Street to perform its duties and
responsibilities hereunder fully and properly. State Street
may rely conclusively on the completeness and correctness of
such accounts and records.
C. Delivery of Assets to Third Parties. State Street will receive
delivery of and keep safely the Assets of each Portfolio
segregated in a separate account. Upon delivery of any such
Assets to a subcustodian appointed pursuant hereto
(hereinafter referred to as "Subcustodian"), State Street
will create and maintain records identifying such Assets as
belonging to the applicable Portfolio. State Street is
responsible for the safekeeping of the Assets only until they
have been transmitted to and received by other persons as
permitted under the terms hereof, except for Assets
transmitted to Subcustodians, for which State Street remains
responsible to the extent provided herein. State Street may
participate directly or indirectly through a subcustodian in
the Depository Trust Company (DTC), Treasury/Federal Reserve
Book Entry System (Fed System), Participant Trust Company
(PTC) or other depository approved by Fund (as such entities
are defined at 17 CFR Section 270-17f-4(b)) (each a
"Depository" and collectively the "Depositories"). State
Street will be responsible to Fund for any loss, damage or
expense suffered or incurred by Fund resulting from the
actions or omissions of any Depository only to the same extent
such Depository is responsible to State Street.
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D. Registration. State Street will at all times hold registered
Assets in the name of State Street as custodian, the
applicable Portfolio, or a nominee of either of them, unless
specifically directed by Instructions, as hereinafter defined,
to hold such registered Assets in so-called "street name,"
provided that, in any event, State Street will hold all such
Assets in an account of State Street as custodian containing
only Assets of the applicable Portfolio, or only assets held
by State Street as a fiduciary or custodian for customers; and
provided further, State Streets records will at all times
indicate the Portfolio or other customer for which such Assets
are held and the respective interests therein. If, however,
Fund directs State Street to maintain Assets in "street name",
notwithstanding anything contained herein to the contrary,
State Street will be obligated only to utilize its best
efforts to timely collect income due the Portfolio on such
Assets and to notify the Portfolio of relevant information,
such as maturities and pendency of calls, and corporate
actions including, without limitation, calls for redemption,
tender or exchange offers, declaration, record and payment
dates and amounts of any dividends or income, reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, or conversion ("Corporate Actions"). All
Assets and the ownership thereof by Portfolio will at all
times be identifiable on the records of State Street. Fund
agrees to hold State Street and its nominee harmless for any
liability as a shareholder of record of securities held in
custody.
E. Exchange. Upon receipt of Instructions, State Street will
exchange, or cause to be exchanged, Assets held for the
account of a Portfolio for other Assets issued or paid in
connection with any Corporate Action or otherwise, and will
deposit any such Assets in accordance with the terms of any
such Corporate Action. Without Instructions, State Street is
authorized to exchange Assets in temporary form for Assets in
definitive form, to effect an exchange of shares when the par
value of stock is changed, and, upon receiving payment
therefor, to surrender bonds or other Assets at maturity or
when advised of earlier call for redemption, except that State
Street will receive Instruction prior to surrendering any
convertible security.
F. Purchases of Investments -- Other Than Options and Futures. On
each business day on which a Portfolio makes a purchase of
Assets other than options and futures, Fund will deliver to
State Street Instructions specifying with respect to each
such purchase:
1. If applicable, the name of the Portfolio making such
purchase;
2. The name of the issuer and description of the Asset;
3. The number of shares and the principal amount
purchased, and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage
commission, taxes and other expenses payable in
connection with the purchase;
7. The total amount payable upon such purchase;
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8. The name of the person from whom or the broker or
dealer through whom the purchase was made; and
9. Whether the Asset is to be received in certificated
form or via a specified Depository.
In accordance with such Instructions, State Street will pay
for out of monies held for the purchasing Portfolio, but only
insofar as such monies are available for such purpose, and
receive the Assets so purchased by or for the account of such
Portfolio, except that State Street, or a Subcustodian, may in
its sole discretion advance funds to such Portfolio which may
result in an overdraft because the monies held on behalf of
such Portfolio are insufficient to pay the total amount
payable upon such purchase. Except as otherwise instructed by
Fund, State Street will make such payment only upon receipt of
Assets: (a) by State Street; (b) by a clearing corporation of
a national exchange of which State Street is a member, or (c)
by a Depository. Notwithstanding the foregoing, (i) State
Street may release funds to a Depository prior to the receipt
of advice from the Depository that the Assets underlying a
repurchase agreement have been transferred by book-entry into
the account maintained with such Depository by State Street on
behalf of its customers; provided that State Street's
instructions to the Depository require that the Depository
make payment of such funds only upon transfer by book-entry of
the Assets underlying the repurchase agreement in such
account; (ii) State Street may make payment for time deposits,
call account deposits, currency deposits and other deposits,
foreign exchange transactions, futures contracts or options,
before receipt of an advice or confirmation evidencing said
deposit or entry into such transaction; and (iii) State Street
may make, or cause a Subcustodian to make, payment for the
purchase of Assets the settlement of which occurs outside of
the United States of America in accordance with generally
accepted local custom and market practice.
G. Sales and Deliveries of Investments -- Other Than Options and
Futures. On each business day on which a Portfolio makes a
sale of Assets other than options and futures, Fund will
deliver to State Street Instructions specifying with respect
to each such sale:
1. If applicable, the name of the Portfolio making such
sale;
2. The name of the issuer and description of the Asset;
3. The number of shares and principal amount sold, and
accrued interest, if any;
4. The date on which the Assets sold were purchased or
other information identifying the Assets sold and to
be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission,
taxes or other expenses payable in connection with
such sale;
8. The total amount to be received by the Portfolio upon
such sale; and
9. The name and address of the broker or dealer through
whom or person to whom the sale was made.
State Street will deliver or cause to be delivered the Assets
thus designated as sold
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for the account of the selling Portfolio as specified in the
Instructions. Except as otherwise instructed by Fund, State
Street will make such delivery upon receipt of: (a) payment
therefor in such form as is satisfactory to State Street;
(b) credit to the account of State Street with a clearing
corporation of a national securities exchange of which State
Street is a member; or (c) credit to the account maintained by
State Street on behalf of its customers with a Depository.
Notwithstanding the foregoing: (i) State Street will deliver
Assets held in physical form in accordance with "street
delivery custom" to a broker or its clearing agent; or (ii)
State Street may make, or cause a Subcustodian to make,
delivery of Assets the settlement of which occurs outside of
the United States of America upon payment therefor in
accordance with generally accepted local custom and market
practice.
H. Purchases or Sales of Options and Futures. On each business
day on which a Portfolio makes a purchase or sale of the
options and/or futures listed below, Fund will deliver to
State Street Instructions specifying with respect to each
such purchase or sale:
1. If applicable, the name of the Portfolio making such
purchase or sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or
call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer
through whom the sale or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening,
exercising, expiring or closing transaction;
h. Whether the transaction involves a put or
call;
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i. Whether the option is written or purchased;
and
j. The name and address of the broker or dealer
through whom the sale or purchase was made,
or other applicable settlement instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the
contract and, when available, the closing
level, thereof;
b. The index level on the date the contract is
entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in
addition to Instructions, and if not already
in the possession of State Street, Fund will
deliver a substantially complete and
executed custodial safekeeping account and
procedural agreement, incorporated herein by
reference); and
f. The name and address of the futures
commission merchant through whom the sale or
purchase was made, or other applicable
settlement instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or
call;
h. Whether the option is written or purchased;
and
i. The market on which the option is traded.
I. Assets Pledged or Loaned. If specifically allowed for in the
prospectus of a Portfolio, and subject to such additional
terms and conditions as State Street may require:
1. Upon receipt of Instructions, State Street will
release or cause to be released Assets to the
designated pledgee by way of pledge or hypothecation
to secure any loan incurred by a Portfolio; provided,
however, that State Street will release Assets only
upon payment to State Street of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made, further
Assets may be released or caused to be released for
that purpose. Upon receipt of Instructions, State
Street will pay, but only from funds available for
such purpose, any such loan upon redelivery to it of
the Assets pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.
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2. Upon receipt of Instructions, State Street will
release Assets to the designated borrower; provided,
however, that the Assets will be released only upon
deposit with State Street of full cash collateral as
specified in such Instructions, and that the lending
Portfolio will retain the right to any dividends,
interest or distribution on such loaned Assets. Upon
receipt of Instructions and the loaned Assets, State
Street will release the cash collateral to the
borrower.
J. Routine Matters. State Street will, in general, attend to all
routine and mechanical matters in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings
with the Assets except as may be otherwise provided herein or
upon Instruction from Fund.
K. Deposit Accounts. State Street will open and maintain one or
more special purpose deposit accounts for each Portfolio in
the name of State Street in such banks or trust companies
(including, without limitation, affiliates of State Street) as
may be designated by it or Fund in writing ("Accounts"),
subject only to draft or order by State Street upon receipt of
Instructions. State Street will deposit all monies received by
State Street from or for the account of a Portfolio in an
Account maintained for such Portfolio. Subject to Section 5
hereof, State Street agrees:
1. To make Fed Funds available to the applicable
Portfolio at 9:00 am., Kansas City time, on the
second business day after deposit of any check into
an Account, in the amount of the check;
2. To make funds available immediately upon a deposit
made by Federal Reserve wire; and
3. To make funds available on the next business day
after deposit of ACH wires.
L. Income and Other Payments. State Street will:
1. Collect, claim and receive and deposit for the
account of the applicable Portfolio all income
(including income from the Accounts) and other
payments which become due and payable on or after the
effective date hereof with respect to the Assets, and
credit the account of such Portfolio in accordance
with the schedule attached hereto as Exhibit A. If,
for any reason, a Portfolio is credited with income
that is not subsequently collected, State Street may
reverse that credited amount. If monies are
collected after such reversal, State Street will
credit the Portfolio in that amount;
2. Execute ownership and other certificates and
affidavits for all federal, state and local tax
purposes in connection with the collection of bond
and note coupons; and
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3. Take such other action as may be necessary or proper
in connection with (a) the collection, receipt and
deposit of such income and other payments, including
but not limited to the presentation for payment of
all coupons and other income items requiring
presentation; and all other Assets which may mature
or be called, redeemed, retired or otherwise become
payable and regarding which State Street has actual
knowledge, or should reasonably be expected to have
knowledge; and (b) the endorsement for collection, in
the name of Fund or a Portfolio, of all checks,
drafts or other negotiable instruments.
State Street, however, will not be required to institute suit
or take other extraordinary action to enforce collection
except upon receipt of Instructions and upon being indemnified
to its satisfaction against the costs and expenses of such
suit or other actions. State Street will receive, claim and
collect all stock dividends, rights and other similar items
and will deal with the same pursuant to Instructions.
M. Proxies and Notices. State Street will promptly deliver or
mail or have delivered or mailed to Fund all proxies properly
signed, all notices of meetings, all proxy statements and
other notices, requests or announcements affecting or relating
to Assets and will, upon receipt of Instructions, execute and
deliver or mail (or cause its nominee to execute and deliver
or mail) such proxies or other authorizations as may be
required. Except as provided herein or pursuant to
Instructions hereafter received by State Street, neither it
nor its nominee will exercise any power inherent in any such
Assets, including any power to vote the same, or execute any
proxy, power of attorney, or other similar instrument voting
any of such Assets, or give any consent, approval or waiver
with respect thereto, or take any other similar action.
N. Disbursements. State Street will pay or cause to be paid,
insofar as funds are available for the purpose, bills,
statements and other obligations of each Portfolio (including
but not limited to obligations in connection with the
conversion, exchange or surrender of Assets, interest charges,
dividend disbursements, taxes, management fees, custodian
fees, legal fees, auditors' fees, transfer agents' fees,
brokerage commissions, compensation to personnel, and other
operating expenses of such Portfolio) pursuant to Instructions
setting forth the name of the person to whom payment is to be
made, and the amount and purpose of the payment.
O. Daily Statement of Accounts. State Street will, within a
reasonable time, render to Fund a detailed statement of the
amounts received or paid and of Assets received or delivered
for the account of each Portfolio during each business day.
State Street will maintain such books and records as are
necessary to enable it to render, from time to time upon
request by Fund, a detailed statement of the Assets. State
Street will permit, and upon Instruction will cause any
Subcustodian to permit, such persons as are authorized by
Fund, including Fund's independent public accountants,
reasonable access to such records or will provide reasonable
confirmation of the contents of such records, and if demanded,
State Street will permit, and will cause any Subcustodian to
permit, federal and state regulatory agencies to examine the
Assets, books and records of the Portfolio.
P. Appointment of Subcustodians. Notwithstanding any other
provisions hereof:
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1. All or any of the Assets may be held in State
Street's own custody or in the custody of one or more
other banks or trust companies (including, without
limitation, affiliates of State Street) acting as
Subcustodians as may be selected by State Street. Any
such Subcustodian selected by State Street must have
the qualifications required for a custodian under the
1940 Act. State Street will be responsible to the
applicable Portfolio for any loss, damage or expense
suffered or incurred by such Portfolio resulting from
the actions or omissions of any Subcustodians
selected and appointed by State Street (except
Subcustodians appointed at the request of Fund and as
provided in Subsection 2 below) to the same extent
State Street would be responsible to Fund hereunder
if it committed the act or omission itself.
2. Upon request of Fund, State Street will contract with
other Subcustodians reasonably acceptable to State
Street for purposes of (a) effecting third-party
repurchase transactions with banks, brokers, dealers,
or other entities through the use of a common
custodian or subcustodian, or (b) providing
depository and clearing agency services with respect
to certain variable rate demand note securities, or
(c) for other reasonable purposes specified by Fund;
provided, however, that State Street will be
responsible to Fund for any loss, damage or expense
suffered or incurred by Fund resulting from the
actions or omissions of any such Subcustodian only to
the same extent such Subcustodian is responsible to
State Street. Fund may review State Street's
contracts with such Subcustodians.
Q. Foreign Custody Manager.
1. Delegation to State Street as FCM. The Fund, pursuant
to resolution adopted by its Board of Trustees or
Directors (the "Board"), hereby delegates to State
Street, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section Q with
respect to Foreign Assets held outside the United
States, and State Street hereby accepts such
delegation, as FCM of each Portfolio.
2. Definitions. Capitalized terms in this Section Q
have the following meanings:
"Country Risk" means all factors reasonably related
to the systemic risk of holding Foreign Assets in a
particular country including, but not limited to,
such country's political environment; economic and
financial infrastructure (including financial
institutions such as any Mandatory Securities
Depositories 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.
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"Eligible Foreign Custodian" has the meaning set
forth in section (a)(1) of Rule 17f-5, except that
the term does not include Mandatory Securities
Depositories.
"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 in amounts deemed by
Fund to be reasonably necessary to effect the
Portfolios' transactions in such investments.
"Foreign Custody Manager" or "FCM" has the meaning
set forth in section (a)(2) of Rule 17f-5.
"Mandatory Securities Depository" means a foreign
securities depository or clearing agency that, either
as a legal or practical matter, must be used if the
Fund determines to place Foreign Assets in a country
outside the United States (i) because required by law
or regulation; (ii) because securities cannot be
withdrawn from such foreign securities depository or
clearing agency; or (iii) because maintaining or
effecting trades in securities outside the foreign
securities depository or clearing agency is not
consistent with prevailing or developing custodial or
market practices.
3. Countries Covered. The FCM is responsible for
performing the delegated responsibilities defined
below only with respect to the countries and custody
arrangements for each such country listed on Exhibit
B hereto, which may be amended from time to time by
the FCM. The FCM will list on Exhibit B the Eligible
Foreign Custodians selected by the FCM to maintain
the assets of each Portfolio. Mandatory Securities
Depositories are listed on Exhibit C hereto, which
Exhibit C may be amended from time to time by the
FCM. The FCM will provide amended versions of
Exhibits B and C in accordance with subsection 7 of
this Section Q.
Upon the receipt by the FCM of Instructions to open
an account, or to place or maintain Foreign Assets,
in a country listed on Exhibit B, and the fulfillment
by the Fund of the applicable account opening
requirements for such country, the FCM is deemed to
have been delegated by the Board responsibility as
FCM with respect to that country and to have accepted
such delegation. Following the receipt of
Instructions directing the FCM to close the account
of a Portfolio with the Eligible Foreign Custodian
selected by the FCM in a designated country, the
delegation by the Board to State Street as FCM for
that country is deemed to have been withdrawn and
State Street will immediately cease to be the FCM of
the Portfolio with respect to that country.
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The FCM 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 as to which the parties agree in
writing) after receipt of any such notice by the
Fund, State Street will have no further
responsibility as FCM to a Portfolio with respect to
the country as to which State Street's acceptance of
delegation is withdrawn.
4. Scope of Delegated Responsibilities.
a. Selection of Eligible Foreign Custodians.
Subject to the provisions of this Section Q,
the FCM may place and maintain the Foreign
Assets in the care of the Eligible Foreign
Custodian selected by the FCM in each
country listed on Exhibit B, as amended from
time to time.
In performing its delegated responsibilities
as FCM to place or maintain Foreign Assets
with an Eligible Foreign Custodian, the FCM
will 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, those set forth in Rule
17f-5(c)(1)(i) through (iv).
b. Contracts With Eligible Foreign Custodians.
The FCM will determine that the contract (or
the rules or established practices or
procedures in the case of an Eligible
Foreign Custodian that is a foreign
securities depository or clearing agency)
governing the foreign custody arrangements
with each Eligible Foreign Custodian
selected by the FCM will provide reasonable
care for the Foreign Assets held by that
Eligible Foreign Custodian based on the
standards applicable to custodians in the
particular country. Each such contract will
include the provisions set forth in Rule
l7f-5(c)(2)(I)(A) through (F), or, in lieu
of any or all of the provisions set forth in
said (A) through (F), such other provisions
that the FCM determines will provide, in
their entirety, the same or greater level of
care and protection for the Foreign Assets
as the provisions set forth in said (A)
through (F) in their entirety.
c. Monitoring. In each case in which the FCM
maintains Foreign Assets with an Eligible
Foreign Custodian selected by the FCM, the
FCM will establish a system to monitor (a)
the appropriateness of maintaining the
Foreign Assets with such Eligible Foreign
Custodian and (b) the contract governing the
custody arrangements established
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by the FCM with the Eligible Foreign
Custodian. In the event the FCM determines
that the custody arrangements with an
Eligible Foreign Custodian it has selected
are no longer appropriate, the FCM will
notify the Board in accordance with
subsection 7 of this Section Q.
5. Guidelines for the Exercise of Delegated Authority.
For purposes of this Section Q, the Board will be
solely responsible for considering and determining 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 FCM of a
Portfolio, and the Board will be solely responsible
for monitoring on a continuing basis such Country
Risk to the extent that the Board considers necessary
or appropriate. The Fund, on behalf of the
Portfolios, and State Street each expressly
acknowledge that the FCM will not be delegated any
responsibilities under this Section Q with respect to
Mandatory Securities Depositories.
6. Standard of Care as FCM of a Portfolio. In Performing
the responsibilities delegated to it, the FCM 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.
7. Reporting Requirements. The FCM will 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 amended Exhibits B and C at
the end of the calendar quarter in which an amendment
to either Schedule has occurred. The FCM will make
written reports notifying the Board of any other
material change in the foreign custody arrangements
of a Portfolio described in this Section Q after the
occurrence of the material change.
8. Representations with Respect to Rule 17f-5. The FCM
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 FCM of each Portfolio.
9. Effective Date and Termination of State Street as
FCM. The Board's delegation to State Street as FCM of
a Portfolio will be effective as of the date hereof
and will remain in effect until terminated at any
time, without penalty, by written notice from the
terminating party to the non-terminating
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party. Termination will become effective thirty days
after receipt by the non-terminating party of such
notice. The provisions of subsection 3 of this
Section Q govern the delegation to and termination of
State Street as FCM of the Fund with respect to
designated countries.
R. Accounts and Records. State Street will prepare and maintain,
under the direction of and as interpreted by Fund, Fund's or
Portfolio's accountants and/or other advisors, in complete,
accurate and current form such accounts and records: (1)
required to be maintained by Fund with respect to portfolio
transactions under Section 31(a) of the 1940 Act and the
rules and regulations from time to time adopted thereunder;
(2) required as a basis for calculation of each Portfolio's
net asset value; and (3) as otherwise agreed upon by the
parties. Fund will advise State Street in writing of all
applicable record retention requirements, other than those set
forth in the 1940 Act. State Street will preserve such
accounts and records in the manner and for the periods
prescribed in the 1940 Act or for such longer period as is
agreed upon by the parties. Fund will furnish, in writing or
its electronic or digital equivalent, accurate and timely
information needed by State Street to complete such accounts
and records, including Corporate Actions, when such
information is not readily available from generally accepted
securities industry services or publications.
S. Accounts and Records Property of Fund. State Street
acknowledges that all of the accounts and records maintained
by State Street pursuant hereto are the property of Fund, and
will be made available to Fund for inspection or reproduction
within a reasonable period of time, upon demand. State Street
will assist Fund's independent auditors, or upon the prior
written approval of Fund, or upon demand, any regulatory body,
in any requested review of Fund's accounts and records,
provided that Fund will reimburse State Street for all
expenses and employee time invested in any such review outside
of routine and normal periodic reviews. Upon receipt from Fund
of the necessary information or instructions, State Street
will supply information from the books and records it
maintains for Fund that Fund may reasonably request for tax
returns, questionnaires, periodic reports to shareholders and
such other reports and information requests as Fund and State
Street may agree upon from time to time.
T. Adoption of Procedures. State Street and Fund hereby adopt the
Funds Transfer Operating Guidelines attached hereto as Exhibit
D. State Street and Fund may from time to time adopt such
additional procedures as they agree upon, and State Street may
conclusively assume that no procedure approved or directed by
Fund, Fund's or Portfolio's accountants or other advisors
conflicts with or violates any requirements of the prospectus,
articles of incorporation, bylaws, any applicable law, rule or
regulation, or any order, decree or agreement by which Fund
may be bound. Fund will be responsible for notifying State
Street of any changes in statutes, regulations, rules,
requirements or policies which may impact State Street's
responsibilities or procedures under this Agreement.
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<PAGE> 14
U. Valuation of Assets. State Street will value the Assets in
accordance with Fund's Instructions utilizing the pricing
sources designated by Fund ("Pricing Sources") on Exhibit E
hereto. State Street will calculate each Portfolio's net asset
value in accordance with the Portfolio's prospectus.
V. Advances. Fund will pay on demand any advance of cash or
securities made by State Street or any Subcustodian, in its
sole discretion, for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange
or foreign exchange contracts and assumed settlement) for the
benefit of any Portfolio. Any such cash advance will be
subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the
date repaid. As security for each such advance, Fund hereby
grants State Street and such Subcustodian a lien on and
security interest in all Assets at any time held for the
account of the applicable Portfolio, including without
limitation all Assets acquired with the amount advanced.
Should Fund fail to promptly repay the advance, State Street
and such Subcustodian may utilize available cash and dispose
of such Portfolio's Assets pursuant to applicable law to the
extent necessary to obtain reimbursement of the amount
advanced and any related overdraft charges.
W. Exercise of Rights; Tender Offers. Upon receipt of
Instructions, State Street will: (1) deliver warrants, puts,
calls, rights or similar securities to the issuer or trustee
thereof, or to the agent of such issuer or trustee, for the
purpose of exercise or sale, provided that the new Assets, if
any, are to be delivered to State Street; and (2) deposit
securities upon invitations for tenders thereof, provided that
the consideration for such securities is to be paid or
delivered to State Street or the tendered securities are to be
returned to State Street.
X. Fund Shares.
1. Fund will deliver to State Street Instructions with
respect to the declaration and payment of any
dividend or other distribution on the shares of
capital stock of a Portfolio ("Fund Shares") by a
Portfolio. On the date specified in such Instruction,
State Street will pay out of the monies held for the
account of the Portfolio, insofar as it is available
for such purposes, and credit to the account of the
Dividend Disbursing Agent for the Portfolio, the
amount specified in such Instructions.
2. Whenever Fund Shares are repurchased or redeemed by a
Portfolio, Portfolio or its agent will give State
Street Instructions regarding the aggregate dollar
amount to be paid for such shares. Upon receipt of
such Instruction, State Street will charge such
aggregate dollar amount to the account of the
Portfolio and either deposit the same in the account
maintained for the purpose of paying for the
repurchase or redemption of Fund Shares or deliver
the same in accordance with such Instruction. State
Street has no duty or responsibility to determine
that Fund Shares have been removed from the proper
shareholder accounts or that the proper number of
Fund Shares have been canceled and removed from the
shareholder records.
3. Whenever Fund Shares are purchased from Fund, Fund
will deposit or cause
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<PAGE> 15
to be deposited with State Street the amount received
for such shares. State Street has no duty or
responsibility to determine that Fund Shares
purchased from Fund have been added to the proper
shareholder account or that the proper number of such
shares have been added to the shareholder records.
4. INSTRUCTIONS.
A. The term "Instructions", as used herein, means written
(including telecopied, telexed, or electronically transmitted)
or oral instructions which State Street reasonably believes
were given by a designated representative of Fund. Fund will
deliver to State Street, prior to delivery of any Assets to
State Street and thereafter from time to time as changes
therein are necessary, written Instructions naming one or more
designated representatives to give Instructions in the name
and on behalf of Fund, which Instructions may be received and
accepted by State Street as conclusive evidence of the
authority of any designated representative to act for Fund and
may be considered to be in full force and effect until receipt
by State Street of notice to the contrary. Unless such written
Instructions delegating authority to any person to give
Instructions specifically limit such authority to specific
matters or require that the approval of anyone else will first
have been obtained, State Street will be under no obligation
to inquire into the right of such person, acting alone, to
give any Instructions whatsoever. If Fund fails to provide
State Street any such Instructions naming designated
representatives, any Instructions received by State Street
from a person reasonably believed to be an appropriate
representative of Fund will constitute valid and proper
Instructions hereunder. The term "designated representative"
may include Fund's or a Portfolio's employees and agents,
including investment managers and their employees.
B. No later than the next business day immediately following each
oral Instruction, Fund will send State Street written
confirmation of such oral Instruction. At State Street's sole
discretion, State Street may record on tape, or otherwise, any
oral Instruction whether given in person or via telephone,
each such recording identifying the date and the time of the
beginning and ending of such oral Instruction.
C. Fund will provide, upon State Street's request, a certificate
signed by an officer or designated representative of Fund, as
conclusive proof of any fact or matter required to be
ascertained from Fund hereunder. Fund will also provide State
Street Instructions with respect to any matter concerning this
Agreement requested by State Street. If State Street
reasonably believes that it could not prudently act according
to the Instructions, or the instruction or advice of Fund's or
a Portfolio's accountants or counsel, it may in its
discretion, with notice to Fund, not act according to such
Instructions.
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<PAGE> 16
5. LIMITATION OF LIABILITY OF STATE STREET. State Street is not
responsible or liable for, and Fund will indemnify and hold State
Street harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees (including without limitation,
disbursements and the allocable cost of in-house counsel), payments and
liabilities which may be asserted against or incurred by State Street
or for which State Street may be held to be liable, arising out of or
attributable to:
A. State Street's action or failure to act pursuant hereto;
provided that State Street has acted in good faith and with
reasonable care; and provided further, that in no event is
State Street liable for consequential, special, or punitive
damages;
B. State Street's payment of money as requested by Fund, or the
taking of any action which might make it or its nominee liable
for payment of monies or in any other way; provided, however,
that nothing herein obligates State Street to take any such
action or expend its own monies in its sole discretion;
C. State Street's action or failure to act hereunder upon any
Instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to
have been properly executed, including any Instruction,
communications, data or other information received by State
Street by means of the Systems, as hereinafter defined, or any
electronic system of communication;
D. State Street's action or failure to act in good faith reliance
on the advice or opinion of counsel for Fund or of its own
counsel with respect to questions or matters of law, which
advice or opinion may be obtained by State Street at the
expense of Fund, or on the Instruction, advice or statements
of any officer or employee of Fund, or Fund's accountants or
other authorized individuals, and other persons believed by it
in good faith to be expert in matters upon which they are
consulted;
E. The purchase or sale of any securities or foreign currency
positions. Without limiting the generality of the foregoing,
State Street is under no duty or obligation to inquire into:
1. The validity of the issue of any securities purchased
by or for any Portfolio, or the legality of the
purchase thereof or of foreign currency positions, or
evidence of ownership required by Fund to be received
by State Street, or the propriety of the decision to
purchase or the amount paid therefor;
2. The legality of the sale of any securities or
foreign currency positions by or for any Portfolio,
or the propriety of the amount for which the same are
sold; or
3. The legality of the issue or sale of any Fund Shares,
or the sufficiency of the amount to be received
therefor, the legality of the repurchase or
redemption of any Fund Shares, or the propriety of
the amount to be paid therefor, or the legality of
the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment
of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any
Portfolio's accounts and
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<PAGE> 17
records or other information provided to State Street by or on
behalf of a Portfolio, including the accuracy of the prices
quoted by the Pricing Sources or for the information supplied
by Fund to value the Assets, or the failure of Fund to
provide, or provide in a timely manner, any accounts, records,
or information needed by State Street to perform its duties
hereunder;
G. Fund's refusal or failure to comply with the terms hereof
(including without limitation Fund's failure to pay or
reimburse State Street under Section 5 hereof), Fund's
negligence or willful misconduct, or the failure of any
representation or warranty of Fund hereunder to be and remain
true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the
Systems or any electronic system of communication used
hereunder, by Fund or by any person who acquires access to
the Systems or such other systems through the terminal device,
passwords, access instructions or other means of access to
such Systems or such other system which are utilized by,
assigned to or otherwise made available to Fund, except to
the extent attributable to any negligence or willful
misconduct by State Street;
I. Any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by State Street on behalf of a
Portfolio until actually received; provided, however, that
State Street will advise Fund promptly if it fails to receive
any such money in the ordinary course of business and will
cooperate with Fund toward the end that such money is
received;
J. Except as provided in Section 3.P hereof, loss occasioned by
the acts, omissions, defaults or insolvency of any broker,
bank, trust company, securities system or any other person
with whom State Street may deal; and
K. The failure or delay in performance of its obligations
hereunder, or those of any entity for which it is responsible
hereunder, arising out of or caused, directly or indirectly,
by circumstances beyond the affected entity's reasonable
control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer
(hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a
delay in mails; governmental or exchange action, statute,
ordinance, rulings, regulations or direction, war, strike,
riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornadoes,
acts of God or public enemy, revolutions, or insurrection.
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6. COMPENSATION. In consideration for its services hereunder, Fund will
pay to State Street the compensation set forth in a separate fee
schedule, incorporated herein by reference, to be agreed to by Fund and
State Street from time to time, and upon demand, reimbursement for
State Street's cash disbursements and reasonable out-of-pocket costs
and expenses, including attorney's fees and disbursements, incurred by
State Street in connection with the performance of services hereunder.
State Street may charge such compensation against monies held by it for
the account of the Portfolios. State Street will also be entitled to
charge against any monies held by it for the account of the Portfolios
the amount of any loss, damage, liability, advance, overdraft or
expense for which it is entitled to reimbursement from Fund, including
but not limited to fees and expenses due to State Street for other
services provided to Fund by State Street. State Street will be
entitled to reimbursement by Fund for the losses, damages, liabilities,
advances, overdrafts and expenses of Subcustodians only to the extent
that (a) State Street would have been entitled to reimbursement
hereunder if it had incurred the same itself directly, and (b) State
Street is obligated to reimburse the Subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement is for a
period of six (6) months. This Agreement may be terminated by Fund at
the end of the initial term by notice in writing, delivered or mailed,
postage prepaid, to State Street and received not later than ninety
(90) days prior to the end of the initial term. After the initial
term, this Agreement shall continue from year to year until terminated
by Fund or State Street by notice in writing, delivered or mailed,
postage prepaid, to the other party and received not later than ninety
(90) days prior to the date specified in the notice as the date of
termination.
A. Fund will pay State Street its fees and compensation due
hereunder and its reimbursable disbursements, costs and
expenses paid or incurred to such date;
B. Fund will designate a successor investment accounting and
recordkeeping agent (which may be Fund) by Instruction to
State Street;
C. Fund will designate a successor custodian by Instruction to
State Street. In the event no such Instruction has been
delivered to State Street on or before the date when such
termination becomes effective, then State Street may, at its
option, (i) choose as successor custodian a bank or trust
company meeting the qualifications for custodian set forth in
the 1940 Act and having not less than Two Million Dollars
($2,000,000) aggregate capital,'surplus and undivided profits,
as shown by its last published report or (ii) apply to a court
of competent jurisdiction for the appointment of a successor
or other proper relief, or take any other lawful action under
the circumstances; provided, however, that Fund will reimburse
State Street for its costs and expenses, including reasonable
attorney's fees, incurred in connection therewith; and
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D. State Street will, upon payment of all sums due to State
Street from Fund hereunder or otherwise, deliver at State
Street's office (i) all accounts and records to the successor
investment accounting and recordkeeping agent or, if none, to
Fund; and (ii) all Assets, duly endorsed and in form for
transfer, to the successor custodian, or as specified by the
court. State Street will cooperate in effecting changes in
bookentries at all Depositories. Upon delivery to a successor
or as specified by the court, State Street will have no
further obligations or liabilities hereunder. Thereafter such
successor will be the successor hereunder and will be entitled
to reasonable compensation for its services.
In the event that accounts, records or Assets remain in the possession
of State Street after the date of termination hereof for any reason
other than State Street's failure to deliver the same, State Street is
entitled to compensation as provided in the then-current fee schedule
for its services during such period, and the provisions hereof relating
to the duties and obligations of State Street will remain in full force
and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed
to Fund at the address set forth above, or at such other address as
Fund may have designated to State Street in writing, will be deemed to
have been properly given to Fund hereunder. Notices, requests,
Instructions and other writings addressed to State Street at 801
Pennsylvania Avenue, Kansas City, Missouri 64105, Attention: Custody
Department, or to such other address as it may have designated to Fund
in writing, will be deemed to have been properly given to State Street
hereunder.
9. DATA ACCESS: THE SYSTEMS; CONFIDENTIALITY.
A. State Street may 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 Agreement
("Authorized Designees") with access to the computerized
investment portfolio custody, recordkeeping and accounting
systems used by State Street (the "System") on a remote basis
for the purpose of obtaining and analyzing reports and
information (the "Remote Access Services"). State Street may
from time to time agree to make available to Fund additional
Systems. In the absence of any other written agreement
concerning such additional systems, the term "System" shall
include, and this Agreement shall govern, the Fund's access to
and use of any additional System made available by State
Street and/or accessed by the Fund.
B. 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 System
and access to the Remote Access Services. Fund agrees to
advise State Street immediately in the event that it learns or
has reason to believe that any person to whom Fund has given
access to the System or the Remote Access Services has
violated or intends to violate the terms of this Agreement and
will cooperate with State Street in seeking injunctive or
other equitable relief. Fund agrees to discontinue use of the
System and Remote Access Services, if requested, for any
security reasons cited by State Street.
C. The System and Remote Access Services described herein and the
databases,
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computer programs, screen formats, report formats, interactive
design techniques, formulae, processes, systems, software,
knowhow, 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
System and all copyrights, patents, trade secrets and other
proprietary rights of State Street related thereto are the
exclusive, valuable and confidential property of State Street
and its relevant licensors (the "Proprietary Information").
Fund agrees on its behalf and on behalf of 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 System for the purposes intended. In the event of
termination of this Agreement, Fund will return to State
Street all copies of documentation and other Proprietary
Information in its possession or in the possession of its
Authorized Designees. The foregoing shall not apply to
Proprietary Information in the public domain or required by
law to be made public.
D. 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, (i) permit any third party to use the System
or the Remote Access Services, (ii) sell, rent, license or
otherwise use the System or the Remote Access Services in the
operation of a service bureau or for any purpose other than as
expressly authorized under this Agreement, (iii) use the
System or the Remote Access Services for any fund, trust or
other investment vehicle without the prior written consent of
State Street, or (iv) allow or cause any information
transmitted from State Street's databases, including data from
third party sources, available through use of the System or
the Remote Access Services, to be redistributed or
retransmitted for other than use for or on behalf of Fund, as
State Street's Customer.
E. Fund will not, and will cause its employees and Authorized
Designees not to, modify the System in any way, enhance or
otherwise create derivative works based upon the System, 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 System.
F. Fund acknowledges that the disclosure of any Proprietary
Information, or of any information which at law or equity
ought to remain confidential, will immediately give rise to
continuing irreparable injury to State Street inadequately
compensable in damages at law and that State Street shall be
entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing
undertakings, in addition to any other legal remedies which
may be available.
G. State Street represents and warrants that it is the owner of
and has the right to grant access to the System 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 System 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
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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 System
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.
H. Fund hereby represents and warrants to State Street that it
has determined to its satisfaction that the Systems are
appropriate and suitable for its use. 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 MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
I. 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 the System or use of the
Remote Access Services by Fund under this Agreement
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 the System or the
Remote Access Services 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 (i) procure
for Fund the right to continue using the System or the Remote
Access Services, (ii) replace or modify the System or the
Remote Access Services so that the System or the Remote Access
Services becomes noninfringing, or (iii) terminate the Remote
Access Services without further obligation.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio,
the following provisions apply:
A. Each Portfolio will be regarded for all purposes hereunder as
a separate party apart from each other Portfolio. Unless the
context otherwise requires, with respect to every transaction
covered hereby, every reference herein to Fund is deemed to
relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any
other Portfolio. The use of this single document to
memorialize the separate agreement as to each Portfolio is
understood to be for clerical convenience only and will not
constitute any basis for joining the Portfolios for any
reason.
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B. Fund may appoint State Street as its custodian and investment
accounting and recordkeeping agent for additional Portfolios
from time to time by written notice, provided that State
Street consents to such addition. Rates or charges for each
additional Portfolio will be as agreed upon by State Street
and Fund in writing.
11. MISCELLANEOUS.
A. This Agreement will be construed according to, and the rights
and liabilities of the parties hereto will be governed by, the
laws of the State of Missouri without reference to the choice
of laws principles thereof.
B. All terms and provisions hereof will be binding upon, inure to
the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnifications
extended hereunder, and the provisions of Section 9 hereof are
intended to and will continue after and survive the
expiration, termination or cancellation hereof.
D. No provisions hereof may be amended or modified in any manner
except by a written agreement properly authorized and executed
by each party hereto.
E. The failure of either party to insist upon the performance of
any terms or conditions hereof or to enforce any rights
resulting from any breach of any of the terms or conditions
hereof, including the payment of damages, will not be
construed as a continuing or permanent waiver of any such
terms, conditions, rights or privileges, but the same will
continue and remain in full force and effect as if no such
forbearance or waiver had occurred. No waiver, release or
discharge of any party's rights hereunder will be effective
unless contained in a written instrument signed by the party
sought to be charged.
F. The captions herein are included for convenience of reference
only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts,
each of which is deemed an original but all of which together
constitute one and the same instrument.
H. If any provision hereof is determined to be invalid, illegal,
in conflict with any law or otherwise unenforceable, the
remaining provisions hereof will be considered severable and
will not be affected thereby, and every remaining provision
hereof will remain in full force and effect and will remain
enforceable to the fullest extent permitted by applicable law.
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<PAGE> 23
I. The benefits of this Agreement may not be assigned by either
party nor may either party delegate all or a portion of its
duties hereunder without the prior written consent of the
other party. Notwithstanding the foregoing, Fund agrees that
State Street may delegate all or a portion of its duties to an
affiliate of State Street, provided that such delegation will
not reduce the obligations of State Street under this
Agreement.
J. Neither the execution nor performance hereof will be deemed to
create a partnership or joint venture by and between State
Street and Fund or any Portfolio.
K. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by either
party hereunder will not affect any rights or obligations of
the other party hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
STATE STREET BANK AND TRUST HOMESTEAD FUNDS, INC.
COMPANY
By: By: /s/
------------------------ -------------------------
Title: Title: Vice President
--------------------- ----------------------
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