EX-99.B(G)VFCAAMEND 5 vfcaamendwip.htm AMENDMENT TO CUSTODIAN AGREEMENT EX-99.B(g)vfcaamend AMENDMENT TO CUSTODIAN AGREEMENT AMENDMENT, dated as of July 1, 2001, to the Custodian Agreement dated May 13, 1998 ("Agreement") as amended to date, between WADDELL & REED ADVISORS VANGUARD FUND, INC. ("Fund"), having a place of business at 6301 Lamar Avenue, Overland Park, Kansas 66202, and UMB BANK, N. A. ("Custodian"), having a place of business at 928 Grand Avenue, 10th Floor, Kansas City, Missouri 64106. WHEREAS, the Fund and the Custodian have previously entered into the Agreement pursuant to which the Custodian provides custody and related services to the Fund, including the use of foreign subcustodians and depositories, subject to the terms and conditions set forth therein; WHEREAS, the Securities and Exchange Commission ("SEC") adopted Rule 17f-7 under the Investment Company Act of 1940 (the "1940 Act") concerning arrangements for foreign securities depositories; WHEREAS, pursuant to the provisions of Rule 17f-7(a)(1), the Custodian has agreed to assume, subject to the terms and conditions set forth herein, certain analysis and monitoring functions related to foreign securities depositories; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Fund and the Custodian agree as follows. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. All references hereunder to the 1940 Act and to the rules and regulations thereunder shall be deemed to be a reference to such Act and its rules and regulations as they may be amended from time to time. 1. The Agreement is amended by deleting the first paragraph under the heading "ARTICLE IV SUBCUSTODIANS" and inserting the following amended paragraph in its place: From time to time, in accordance with the relevant provisions of this Agreement, (i) the Custodian may appoint one or more Domestic Subcustodians and Special Subcustodians (each as hereinafter defined) to act on behalf of the Fund; and (ii) the Custodian may be directed, pursuant to an agreement between the Fund and the Custodian ("Delegation Agreement"), to appoint a Domestic Subcustodian to perform the duties of the Foreign Custody Manager (as such term is defined in Rule 17f-5 under the 1940 Act) ("Approved Foreign Custody Manager") so long as the Domestic Subcustodian is so eligible under the 1940 Act. Such Delegation Agreement shall provide that the appointment of any Domestic Subcustodian as the Approved Foreign Custody Manager must be governed by a written agreement between the Custodian and the Domestic Subcustodian, which provides for compliance with Rule 17f-5. The Approved Foreign Custody Manager may appoint a Foreign Sub-Subcustodian or Interim Sub-Subcustodian (each as hereinafter defined) in accordance with this Article IV. For purposes of this Agreement, all Domestic Subcustodians, Special Subcustodians, Foreign Sub-Subcustodians and Interim Sub-Subcustodians shall be referred to collectively as "Subcustodians". 2. The Agreement is further amended by deleting the last sentence of Section 4.01 in its entirety and inserting the following revised sentence in its place: Each such duly approved Domestic Subcustodian and the countries where Foreign Sub-Subcustodians through which they may hold securities and other Assets of the Fund shall be as agreed upon by the parties hereto in writing, from time to time, in accordance with the provisions of Section 9.04 hereof (the "Subcustodian List"). 3. The Agreement is further amended by deleting Section 4.02 in its entirety and inserting the following amended Section 4.02 in its place: (a) Foreign Sub-Subcustodians. The Approved Foreign Custody Manager may appoint any entity meeting the requirements of an Eligible Foreign Custodian, as such term is defined in Rule 17f- 5(a)(1) under the 1940 Act, and which term shall also include a bank that qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940 Act or by SEC order is exempt therefrom (each a "Foreign Sub- Subcustodian"), provided that the Approved Foreign Custody Manager's appointments of such Eligible Foreign Custodians shall at all times be governed by an agreement that complies with Rule 17f-5. (b) Interim Sub-Subcustodians. Notwithstanding the foregoing, in the event that the Fund shall invest in a security or other Asset to be held in a country in which the Approved Foreign Custody Manager has not appointed a Foreign Sub-Subcustodian or for which the Fund has otherwise directed that a specific Foreign Sub-Subcustodian be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission or in such other manner as the Fund and Custodian shall agree in writing of the unavailability of an approved Foreign Sub-Subcustodian in such country; and upon the receipt of Special Instructions, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, appoint or approve any Person (as hereinafter defined) designated by the Fund in such Special Instructions, to hold such security or other Asset. The subcustodian agreement between the Custodian and the Interim Sub-Subcustodian (as hereinafter defined) shall comply with the provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable) and the terms and provisions of this Agreement. The Custodian shall comply with Section 4.02(a) hereof with respect to the appointment of an Interim Sub- Subcustodian. (Any Person appointed or approved as the sub- subcustodian pursuant to this Section 4.02(b) is hereinafter referred to as an "Interim Sub-Subcustodian.") (c) In the event that the Approved Foreign Custody Manager or its delegate reasonably determines that such Person will not provide delegation services (i) in a country in which the Fund has directed that the Fund shall invest in a security or other Asset or (ii) with respect to a specific Foreign Sub- Subcustodian which the Fund has directed be used, the Approved Foreign Custody Manager or the Custodian (or its agent), as applicable, shall be entitled to rely on any such instruction provided pursuant to Section 4.02(b) as a Proper Instruction and shall have no duties or liabilities under this Agreement with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance; provided that the Delegation Agreement and this Agreement shall not constitute the Approved Foreign Custody Manager or the Custodian (or its agent), as the exclusive delegate of the Fund for purposes of Rule 17f-5 and, particularly where such Person does not agree to provide fully the services under this Agreement and the Delegation Agreement to the Fund with respect to a particular country or specific Foreign Sub-Subcustodian, the Fund may delegate such services to another delegate pursuant to Rule 17f-5. 4. The Agreement is further amended by deleting the first paragraph of Section 4.05 and inserting the following amended first paragraph of Section 4.05: Section 4.05. Certification Regarding Foreign Sub- Subcustodians. Upon request of the Fund, the Custodian shall deliver, or cause any Approved Foreign Custody Manager to deliver, to the Fund a certificate stating: (i) the identity of each Foreign Sub-Subcustodian then acting on behalf of the Custodian; (ii) the countries in which the Eligible Securities Depositories (as defined in Section 4.06) through which each Foreign Sub-Subcustodian is then holding cash, securities and other Assets of the Fund; and (iii) such other information as may be requested by the Fund to ensure compliance with rules and regulations under the 1940 Act. 5. The Agreement is further amended by inserting the following new Section 4.06 after Section 4.05: Section 4.06. Securities Depositories. (a) The Custodian (or its agent) may place and maintain the Fund's Foreign Assets (as defined in Rule 17f-5 under the 1940 Act) with an Eligible Securities Depository (as defined in Rule 17f-7, which term shall include any other securities depository for which the SEC by exemptive order has permitted registered investment companies to maintain their assets). (b) The Custodian (or its agent) shall, for evaluation by the Fund or its adviser, provide an analysis of the custody risks associated with maintaining the Fund's Foreign Assets with each Eligible Securities Depository utilized directly or indirectly by the Custodian as of the date hereof (or, in the case of an Eligible Securities Depository not so utilized as of the date hereof, prior to the initial placement of the Fund's Foreign Assets at such Depository) and at which any Foreign Assets of the Fund are held or are expected to be held. The Custodian (or its agent) shall monitor the custody risks associated with maintaining the Fund's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Fund or its adviser of any material changes in such risks. (c) Based on the information available to it in the exercise of diligence, the Custodian (or its agent) shall determine the eligibility under Rule 17f-7 of each foreign securities depository before maintaining the Fund's Foreign Assets therewith and shall promptly advise the Fund if any Eligible Securities Depository ceases to be so eligible. A list of Eligible Securities Depositories used by the Custodian directly or indirectly as of the date hereof is attached as Appendix A. Notwithstanding Section 9.04 hereof, Eligible Securities Depositories may, subject to Rule 17f-7, be added to the list from time to time. (d) Withdrawal of Assets. If an arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian (or its agent) will withdraw the Fund's Foreign Assets from such depository as soon as reasonably practicable. (e) Standard of Care. In fulfilling its responsibilities under this Section 4.06, the Custodian will exercise reasonable care, prudence and diligence. 6. The Agreement is further amended by inserting the following new Section 4.07 after the new Section 4.06: Section 4.07. The Fund shall not place or maintain any of the Fund's Foreign Assets in any country, and shall as promptly as practicable withdraw the Fund's Foreign Assets from any country, that is identified in the Global Custody Network Listing provided by the Custodian (or its agent) as a country where the liability or responsibility of the Approved Foreign Custody Manager or the Custodian (or its agent) is conditioned or predicated on the ability of the Approved Foreign Custody Manager or the Custodian (or its agent) to recover damages from the Foreign Sub-Subcustodian in such country. 7. The Agreement is further amended by deleting Section 5.01(b) in its entirety and inserting the following amended Section 5.01(b) in its place: (b) Actions Prohibited by Applicable Law, Etc. In no event shall the Custodian incur liability hereunder if the Custodian or any Subcustodian or Securities System, or any subcustodian, Eligible Securities Depository utilized by any such Subcustodian, or any nominee of the Custodian or any Subcustodian (individually, a "Person") is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction (and the Custodian nor any other Person shall not be obligated to take any action contrary thereto); or (ii) any "Force Majeure," which for purposes of this Agreement, shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its subcustody agreement or by any other agent of the Custodian or the Subcustodian, unless in each case, such delay or nonperformance is caused by the negligence, misfeasance or misconduct of the Custodian. Such Force Majeure events may include any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk (as defined below), (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian. Subject to the Custodian's general standard of care set forth in Section 5.01(a) hereof and the requirements of Section 17(f) of the 1940 Act and Rules 17f-5 and 17f-7 thereunder, the Custodian shall not incur liability hereunder if any Person is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed by reason of any (i) "Sovereign Risk," which for the purpose of this Agreement shall mean, in respect of any jurisdiction, including the United States of America, where investments are acquired or held under this Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any governmental authority, (c) the confiscation, expropriation or nationalization of any investments by any governmental authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting investments, (f) any change in the applicable law, or (g) any other economic or political risk incurred or experienced that is not directly related to the economic or financial conditions of the Eligible Foreign Custodian, except as otherwise provided in this Agreement or the Delegation Agreement, or (ii) "Country Risk," which for the purpose of this Agreement shall mean, with respect to the acquisition, ownership, settlement or custody of investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of investments, including (a) the prevalance of crime and corruption except for crime or corruption by the Eligible Foreign Custodian, or its employees, directors or officers, (b) the inaccuracy or unreliability of business and financial information (unrelated to the Approved Foreign Custody Manager's duties imposed by Rule 17f-5(c) under the 1940 Act or to the duties imposed on the Custodian by Rule 17f-7 under the 1940 Act), (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such investments are transacted and held, (e) the acts, omissions and operation of any Eligible Securities Depository, it being understood that this provision shall not affect any liability that the Custodian otherwise would have under the Delegation Agreement or with respect to foreign subcustodians and securities depositories under this Agreement, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets, and (h) the laws relating to the safekeeping and recovery of the Fund's Foreign Assets held in custody pursuant to the terms of this Agreement; provided, however, that, in compliance with Rule 17f-5, neither Sovereign Risk nor Country Risk shall include the custody risk of a particular Eligible Foreign Custodian of the Fund's Foreign Assets. 8. The Agreement is further amended by deleting Section 9.03 in its entirety and inserting the following amended Section 9.03 in its place: Section 9.03. Entire Agreement. This Agreement and the Delegation Agreement, as amended from time to time, constitute the entire understanding and agreement of the parties thereto with respect to the subject matter therein and accordingly, supercedes as of the effective date of this Agreement any custodian agreement heretofore in effect between the Fund and the Custodian. 9. All references throughout the Agreement to "Securities Depository or Clearing Agency" are hereby changed to "Eligible Securities Depository". Under the heading "ARTICLE VIII DEFINED TERMS", the reference to Section 4.02(a) for the definition of "Securities Depository or Clearing Agency" is changed to Section 4.06(a). In addition, the list of defined terms is amended to include "Foreign Custody Manager" with a reference to ARTICLE IV, "Force Majeure" with a reference to Section 5.01(b), "Country Risk" with a reference to Section 5.01(b), and "Foreign Assets" with a reference to Section 4.06(a). 10. Except as modified hereby, the Agreement is confirmed in all respects. * * * * * IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. WADDELL & REED ADVISORS UMB BANK, N.A. VANGUARD FUND, INC. By: /s/Kristen A. Richards By: /s/Ralph R. Santoro ---------------------- ------------------- Name: Kristen A. Richards Name: Ralph R. Santoro Title: Vice President Title: Senior Vice President APPENDIX A BROWN BROTHERS HARRIMAN - GLOBAL CUSTODY NETWORK UMB BANK, N. A. GLOBAL CUSTODY NETWORK LISTING COUNTRY SUBCUSTODIAN DEPOSITORIES ARGENTINA CITIBANK NA, BUENOS AIRES CVSA Citibank, N.A., New York Agt. 7/16/81 CRYL New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 AUSTRALIA NATIONAL AUSTRALIA BANK LTD. (NAB) Austraclear National Australia Bank Agt. 5/1/85 CHESS Agreement Amendment 2/13/92 RBA Omnibus Amendment 11/22/93 AUSTRIA BANK AUSTRIA AG OeKB Creditanstalt Bankverein Agreement 12/18/89 Omnibus Amendment 1/17/94 BAHRAIN HSBC BANK MIDDLE EAST, BAHRAIN FOR HONGKONG None & SHANGHAI BANKING CORP. LTD. (HSBC) Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 BBME Supplement 5/14/96 Side Letter Agreement dated 7/28/97 BANGLADESH STANDARD CHARTERED BANK (SCB), DHAKA None Standard Chartered Bank Agreement 2/18/92 Omnibus Amendment 6/13/94 Appendix 4/8/96 BELGIUM BANK BRUSSELS LAMBERT (BBL) CIK Banque Bruxelles Lambert Agt. 11/15/90 NBB Omnibus Amendment 3/1/94 BERMUDA BANK OF N.T. BUTTERFIELD & SON LTD None The Bank of N.T. Butterfield & Son Ltd. Agreement 5/27/97 BOTSWANA STANBIC BANK BOTSWANA LTD FOR STANDARD BANK None OF SOUTH AFRICA (SBSA) Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 9/29/97 BRAZIL BANKBOSTON NA, SAO PAULO CBLC The First National Bank of Boston Agreement 1/5/88 CETIP Omnibus Amendment 2/22/94 SELIC Amendment 7/29/96 COUNTRY SUBCUSTODIAN DEPOSITORIES BULGARIA ING BANK NV, SOFIA BNB ING Bank N.V. Agreement 9/15/97 CDAD CANADA ROYAL BANK OF CANADA (RBC) CDS The Royal Bank of Canada Agreement 2/23/96 CHILE CITIBANK NA, SANTIAGO DCV Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 CHINA STANDARD CHARTERED BANK (SCB), SHENZHEN SSCCL Standard Chartered Bank Agreement 2/18/92 Omnibus Amendment 6/13/94 Appendix 4/8/96 CHINA STANDARD CHARTERED BANK (SCB), SHANGHAI SSCCRC Standard Chartered Bank Agreement 2/18/92 Omnibus Amendment 6/13/94 Appendix 4/8/96 COLOMBIA CITITRUST COLOMBIA SA, SOCIEDAD FIDUCIARIA DCV FOR CITIBANK NA Citibank, N.A., New York Agt. 7/16/81 DECEVAL New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank, N.A./Cititrust Colombia Agreement 12/2/91 Citibank, N.A. Subsidiary Amendment 10/19/95 CROATIA HVB BANK CROATIA DD SDA Creditanstalt Bankverein Agreement 12/18/89 CNB Omnibus Amendment 1/17/94 Ministry of Finance Creditanstalt AG/Bank Austria Creditanstalt Croatia d.d. Agt 9/1/98 CZECH REPUBLIC CITIBANK AS FOR CITIBANK NA CNB-TKD System Citibank, N.A., New York Agt. 7/16/81 SCP New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank NA/Citibank AS Agreement 6/24/96 DENMARK DANSKE BANK VP Den Danske Bank Agreement 1/1/89 Omnibus Amendment 12/1/93 ECUADOR CITIBANK NA, QUITO DECEVALE Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank, Quito Side Letter 7/3/95 COUNTRY SUBCUSTODIAN DEPOSITORIES EGYPT CITIBANK NA, CAIRO MISR Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 ESTONIA HANSAPANK, TALLINN FOR MERITA BANK EVK Union Bank of Finland Agreement 2/27/89 Omnibus Amendment 4/6/94 Merita Bank Agreement 12/1/97 ***BBH's responsibility for this subcustodian is conditioned on the ability of BBH to recover from the subcustodian. In addition, BBH does not accept delegation in this market.*** FINLAND MERITA BANK PLC FCSD Union Bank of Finland Agreement 2/27/89 Omnibus Amendment 4/6/94 FRANCE CREDIT AGRICOLE INDOSUEZ (CAI) Euroclear France Banque Indosuez Agreement 7/19/90 Omnibus Amendment 3/10/94 GERMANY DEUTSCHE BANK AG CBF Deutsche Bank Agreement 8/21/96 GREECE CITIBANK NA, ATHENS Apotherion Titlon Citibank, N.A., New York Agt. 7/16/81 BoG New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 HONG KONG HONGKONG & SHANGHAI BANKING CORP. LTD (HSBC) CMU Hongkong & Shanghai Banking Corp. Agt. 4/19/91 HKSCC Omnibus Supplement 12/29/93 Schedule 5/14/96 HUNGARY CITIBANK BUDAPEST RT. FOR CITIBANK NA KELER Ltd Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank, N.A. Subsidiary Amendment 10/19/95 Citibank, N.A./Citibank Budapest Agreement 6/23/92 Citibank, N.A./Citibank Budapest Amendment 9/29/92 INDIA CITIBANK NA, MUMBAI NSDL Citibank, N.A., New York Agt. 7/16/81 CDSL New York Agreement Amendment 8/31/90 Reserve Bank New York Agreement Amendment 7/26/96 Citibank, Mumbai Amendment 11/17/93 INDONESIA CITIBANK NA, JAKARTA PT KSEI Citibank, N.A., New York Agt. 7/16/81 Bank Indonesia New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 COUNTRY SUBCUSTODIAN DEPOSITORIES IRELAND ALLIED IRISH BANKS PLC (AIB) CREST Allied Irish Banks Agreement 1/10/89 Omnibus Amendment 4/8/94 ISRAEL BANK HAPOALIM BM TASE Bank Hapoalim Agreement 8/27/92 ITALY INTESA BCI SPA Monte Titoli S.P.A. Banca Commerciale Italiana Agreement 5/8/89 Agreement Amendment 10/8/93 Omnibus Amendment 12/14/93 JAPAN BANK OF TOKYO - MITSUBISHI, LTD. (BTM) BoJ Bank of Tokyo-Mitsubishi Agreement 6/17/96 JASDEC JORDAN HSBC BANK MIDDLE EAST, JORDAN FOR HONGKONG SDC & SHANGHAI BANKING CORP. (HSBC) Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 BBME Supplement 5/14/96 Side Letter Agreement dated 7/28/97 KENYA STANBIC BANK KENYA LIMITED FOR STANDARD Central Bank BANK OF SOUTH AFRICA (SBSA) of Kenya Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 9/29/97 KOREA CITIBANK NA, SEOUL KSD Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank, Seoul Agreement Supplement 10/28/94 LEBANON HSBC BANK MIDDLE EAST, LEBANON FOR HONGKONG Midclear & SHANGHAI BANKING CORP. (HSBC) BDL Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 BBME Supplement 5/14/96 Side Letter Agreement dated 7/28/97 LUXEMBOURG KREDIETBANK LUXEMBOURG (KBL) CBL Kredietbank Luxembourg Agt. 4/7/98 MALAYSIA HSBC BANK MALAYSIA BERHAD (HBMB) FOR HONGKONG BNM & SHANGHAI BANKING CORP. (HSBC) MCD Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 Malaysia Subsidiary Supplement 5/23/94 Side Letter Agreement dated 7/28/97 COUNTRY SUBCUSTODIAN DEPOSITORIES MAURITIUS HONGKONG & SHANGHAI BANKING CORP. LTD. (HSBC), CDS MAURITIUS Bank of Mauritius Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 MEXICO CITIBANK MEXICO SA FOR CITIBANK NA Indeval Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank Mexico, S.A. Amendment 2/28/95 MOROCCO CITIBANK MAGHREB, CASABLANCA FOR CITIBANK NA MCLR Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Side Letter Agreement pending NAMIBIA STANDARD BANK NAMIBIA FOR STANDARD BANK OF None SOUTH AFRICA (SBSA) Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 10/3/96 NETHERLANDS FORTIS BANK NECIGEF MeesPierson NV Agreement 6/4/99 NEIC NEW ZEALAND NATIONAL AUSTRALIA BANK LTD. (NAB), AUCKLAND NZCSD National Australia Bank Agt. 5/1/85 Agreement Amendment 2/13/92 Omnibus Amendment 11/22/93 New Zealand Addendum 3/7/89 NIGERIA STANBIC MERCHANT BANK NIGERIA LIMITED FOR CSCS Ltd. STANDARD BANK OF SOUTH AFRICA (SBSA) Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 10/3/96 NORWAY CHRISTIANIA BANK VPS Christiania Bank Agreement 3/2/89 OMAN HSBC BANK MIDDLE EAST, OMAN FOR HONGKONG MDSRC & SHANGHAI BANKING CORP. LTD. (HSBC) Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 BBME Supplement 5/14/96 Side Letter Agreement dated 7/28/97 PAKISTAN STANDARD CHARTERED BANK (SCB), KARACHI CDC Standard Chartered Bank Agreement 2/18/92 State Bank of Omnibus Amendment 6/13/94 Pakistan Appendix 4/8/96 COUNTRY SUBCUSTODIAN DEPOSITORIES PERU CITIBANK NA, LIMA CAVALI Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 PHILIPPINES CITIBANK NA, MANILA PCD Citibank, N.A., New York Agt. 7/16/81 ROSS New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 POLAND BANK HANDLOWY W WARSZAWIE SA (BHW) FOR CRBS CITIBANK NA NDS Citibank, N.A., New York Agt. 7/16/81 New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 Citibank Subsidiary Amendment 10/30/95 Citibank, N.A./Citibank Poland S.A. Agt. 11/6/92 PORTUGAL BANCO COMERCIAL PORTUGUES SA (BCP) CVM Banco Comercial Portugues 5/18/98 ROMANIA ING BANK NV, BUCHAREST BSE ING Bank N.V. Agreement 9/29/97 NBR SNCDD SINGAPORE HONGKONG & SHANGHAI BANKING CORP. LTD. (HSBC), CDP SINGAPORE MAS Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 SLOVAKIA ING BANK NV, BRATISLAVA NBS ING Bank N.V. Agreement 9/1/98 SCP SLOVENIA BANK AUSTRIA CREDITANSTALT DD LJUBLJANA KDD Creditanstalt Bankverein Agreement 12/18/89 Omnibus Amendment 1/17/94 Master Subcustodian Agreement 4/17/98 Amendment dated 4/17/98 Amendment dated 10/14/98 SOUTH AFRICA STANDARD BANK OF SOUTH AFRICA (SBSA) CDL Standard Bank of South Africa Agreement 3/11/94 STRATE SPAIN BANCO SANTANDER CENTRAL HISPANO SA (BSCH) Banco de Espana Banco de Santander Agreement 12/14/88 SCLV SRI LANKA HONGKONG & SHANGHAI BANKING CORP. LTD. CDS (HSBC), COLOMBO Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 COUNTRY SUBCUSTODIAN DEPOSITORIES SWAZILAND STANDARD BANK SWAZILAND LTD FOR STANDARD None BANK OF SOUTH AFRICA (SBSA) Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 9/29/97 SWEDEN SKANDINAVISKA ENSKILDA BANKEN (SEB) VPC Skandinaviska Enskilden Banken Agreement 2/20/89 Omnibus Amendment 12/3/93 SWITZERLAND UBS AG SIS Union Bank of Switzerland Agreement 12/20/88 Omnibus Amendment 11/29/94 TAIWAN STANDARD CHARTERED BANK (SCB), TAIPEI TSCD Standard Chartered Bank Agreement 2/18/92 Omnibus Amendment 6/13/94 Appendix 4/8/96 THAILAND HONGKONG & SHANGHAI BANKING CORP. LTD. (HSBC), TSDC BANGKOK Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Omnibus Supplement 12/29/93 Schedule 5/14/96 TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. (BBH&CO.) CBL Euroclear TURKEY CITIBANK NA, ISTANBUL CBT Citibank, N.A., New York Agt. 7/16/81 Takasbank New York Agreement Amendment 8/31/90 New York Agreement Amendment 7/26/96 UKRAINE ING BANK UKRAINE MFS ING Bank Agreement 8/21/98 NBU UNITED KINGDOM CLYDESDALE BANK PLC CMO Master Subcustodian Agreement 8/16/00 CREST UNITED KINGDOM HSBC BANK PLC CMO Midland Bank Agreement 8/8/90 CREST Omnibus Amendment 12/15/93 URUGUAY BANKBOSTON NA, MONTEVIDEO None The First National Bank of Boston Agreement 1/5/88 Omnibus Amendment 2/22/94 Amendment 7/29/96 Uruguay Amendment 10/18/96 VENEZUELA CITIBANK NA, CARACAS CVV Citibank, N.A., New York Agt. 7/16/81 Central Bank of New York Agreement Amendment 8/31/90 Venezuela New York Agreement Amendment 7/26/96 COUNTRY SUBCUSTODIAN DEPOSITORIES WEST AFRICAN SOCIETE GENERALE DE BANQUES EN COTE D'IVOIRE DCBR MONETARY FOR SOCIETE GENERALE UNION Societe Generale Agreement 10/6/98 ZAMBIA STANBIC BANK ZAMBIA LTD FOR STANDARD BANK BoZ OF SOUTH AFRICA (SBSA) LSE Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 10/3/96 ZIMBABWE STANBIC BANK ZIMBABWE LTD FOR STANDARD BANK None OF SOUTH AFRICA (SBSA) Standard Bank of South Africa Agreement 3/11/94 Subsidiary Amendment 10/3/96