EX-99.(25)(J)(1) 3 dex9925j1.htm FORM OF AMENDMENT TO CUSTODY AGREEMENT Form of Amendment to Custody Agreement

Exhibit (25)(j)(1)

AMENDMENT TO CUSTODY AGREEMENT

This Amendment to the Custody Agreement is made as of April 1, 2001, by and between TRI-CONTINENTAL CORPORATION (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, assignee of Investors Fiduciary Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custody Agreement referred to below.

WHEREAS, the Fund and Investors Fiduciary Trust Company entered into a Custody Agreement dated as of June 15, 1990, which was assigned to the Custodian effective April 28, 2000 (the “Agreement”); and

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Agreement (each such series, together with all other series subsequently established by the Fund and made subject to the Agreement in accordance with the terms thereof, shall be referred to as a “Portfolio”, and, collectively, the “Portfolio”); and

WHEREAS, the Fund and the Custodian desire to amend certain provisions of the Agreement to reflect revisions to Rule 17f-5 (“Rule 17f-5”) and the adoption of Rule 17f-7 (“Rule 17f-7”) promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund and the Custodian desire to amend and restate certain other provisions of the Agreement relating to the custody of assets of each of the Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

 

I. Sections 4 through 9 of the Agreement are hereby renumbered, as of the effective date of this Amendment, as Sections 6 through 11, respectively.

 

II. New Sections 4 and 5 of the Agreement are hereby added, as of the effective date of this Amendment, as set forth below.

 

4. Provisions Relating to Rules 17f-5 and 17f-7

 

4.1. Definitions.

Capitalized terms in this Section 4 shall 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 any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.


“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(2) of Rule 17f-5.

 

4.2. The Custodian as Foreign Custody Manager.

4.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by its Board of Directors (the “Board”), hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

4.2.2 Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 4.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Agreement. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

 

2


The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

4.2.3 Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 4.2.5 hereunder.

4.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of this Section 4.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

4.2.5 Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2 after the occurrence of the material change.

 

3


4.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

4.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

4.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager. The Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 4.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

 

4.3 Eligible Securities Depositories.

4.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

4.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 4.3.1.

 

5. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.

 

5.1 Definitions.

Capitalized terms in this Section 5 shall have the following meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

 

4


5.2. Holding Securities.

The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-custodian.

 

5.3. Foreign Securities Systems.

Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

 

5.4. Transactions in Foreign Custody Account.

5.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 

  (i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

 

  (ii) in connection with any repurchase agreement related to foreign securities;

 

  (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

 

  (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

 

  (v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 

  (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

 

5


  (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

 

  (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

 

  (ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

 

  (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (xi) in connection with the lending of foreign securities; and

 

  (xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

5.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

 

  (i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 

  (ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

 

  (iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

 

  (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

 

6


  (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (vi) for payment of part or all of the dividends received in respect of securities sold short;

 

  (vii) in connection with the borrowing or lending of foreign securities; and

 

  (viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

5.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, including without limitation information relating to Foreign Securities Systems, described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

 

5.5. Registration of Foreign Securities.

The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

 

7


5.6. Bank Accounts.

The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

 

5.7. Collection of Income.

The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

 

5.8 Shareholder Rights.

With respect to the foreign securities held pursuant to this Section 5, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

 

5.9. Communications Relating to Foreign Securities.

The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

 

8


5.10. Liability of Foreign Sub-Custodians.

Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

 

5.11. Tax Law.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

 

5.12. Liability of Custodian.

Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

 

III. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect. In the event of any conflict between the terms of the Agreement prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Section 4 hereof, in the event of any conflict between the provisions of Sections 4 and 5 hereof, the provisions of Section 4 shall prevail.

 

9


IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

 

STATE STREET BANK AND TRUST      TRI-CONTINENTAL CORPORATION
COMPANY        
By:   

/s/ STEPHEN R. HILLIARD

     By:   

/s/ Brian T. Zino

Name:    STEPHEN R. HILLIARD      Name:    Brian T. Zino
Title:    SENIOR VICE PRESIDENT      Title:    President

 

10


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

Argentina    Citibank, N.A.
Australia    Westpac Banking Corporation
Austria   

Erste Bank der Österreichischen

Sparkassen AG

Bahrain   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

Bangladesh    Standard Chartered Bank
Belgium    Fortis Bank nv-sa
Bermuda    The Bank of Bermuda Limited
Bolivia    Citibank, N. A,
Botswana    Barclays Bank of Botswana Limited
Brazil    Citibank, N.A.
Bulgaria    ING Bank N.V.
Canada    State Street Trust Company Canada
Chile    Citibank, N.A.
People’s Republic of China   

The Hongkong and Shanghai

Banking Corporation Limited,

Shanghai and Shenzhen branches

Colombia   

Cititrust Colombia S.A.

Sociedad Fiduciaria

08/16/00

 

1


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

Costa Rica    Banco BCT S.A.
Croatia    Privredna Banka Zagreb d.d
Cyprus    The Cyprus Popular Bank Ltd.
Czech Republic   

Československá Obchodní

Banka, A.S.

Denmark    Den Danske Bank
Ecuador    Citibank, N.A.
Egypt   

Egyptian British Bank S.A.E.

(as delegate of The Hongkong

and Shanghai Banking Corporation

Limited)

Estonia    Hansabank
Finland    Merita Bank Plc.
France    BNP Paribas, S.A.
Germany    Dresdner Bank AG
Ghana    Barclays Bank of Ghana Limited
Greece    National Bank of Greece S.A.
Hong Kong    Standard Chartered Bank
Hungary    Citibank Rt.
Iceland    Icebank Ltd.

08/16/00

 

2


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

India    Deutsche Bank AG
  

The Hongkong and Shanghai

Banking Corporation Limited

Indonesia    Standard Chartered Bank
Ireland    Bank of Ireland
Israel    Bank Hapoalim B.M.
Italy    BNP Paribas, Italian Branch
Ivory Coast    Société Générale de Banques en Côte d’Ivoire
  
Jamaica    Scotiabank Jamaica Trust and Merchant Bank Ltd.
  
Japan   

The Fuji Bank, Limited

 

The Sumitomo Bank, Limited

  
Jordan   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

  
  
Kenya    Barclays Bank of Kenya Limited
Republic of Korea   

The Hongkong and Shanghai Banking

Corporation Limited

  
Latvia    A/s Hansabanka

08/16/00

 

3


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

Lebanon   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

  
  
Lithuania    Vilniaus Bankas AB
Malaysia   

Standard Chartered Bank

Malaysia Berhad

  
Mauritius   

The Hongkong and Shanghai

Banking Corporation Limited

  
Mexico    Citibank Mexico, S.A.
Morocco    Banque Commerciale du Maroc
Namibia    Standard Bank Namibia Limited
Netherlands    Fortis Bank (Nederland) N.V.
New Zealand   

ANZ Banking Group

(New Zealand) Limited

  
Norway   

Christiania Bank og

Kreditkasse ASA

  
Oman   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

  
  
Pakistan    Deutsche Bank AG
Palestine   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

  
  

Panama

 

08/16/00

   BankBoston, N.A.
  

 

4


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

Peru    Citibank, N.A.
Philippines    Standard Chartered Bank
Poland    Citibank (Poland) S.A.
Portugal    Banco Comercial Portugués
Qatar   

HSBC Bank Middle East

(as delegate of The Hongkong and

Shanghai Banking Corporation Limited)

  
  
Romania    ING Bank N.V.
Russia   

Credit Suisse First Boston AO - Moscow

(as delegate of Credit Suisse

First Boston - Zurich)

  
  
Singapore   

The Development Bank

of Singapore Limited

  
Slovak Republic    Československá Obchodní Banka, A.S.
Slovenia    Bank Austria Creditanstalt d.d. - Ljubljana
South Africa    Standard Bank of South Africa Limited
Spain    Banco Santander Central Hispano S.A.
Sri Lanka   

The Hongkong and Shanghai

Banking Corporation Limited

  
Swaziland    Standard Bank Swaziland Limited
Sweden    Skandinaviska Enskilda Banken
  

08/16/00

 

5


  

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

   SCHEDULE A

 

Country

  

Subcustodian

Switzerland    UBS AG
Taiwan - R.O.C.    Central Trust of China
Thailand    Standard Chartered Bank
Trinidad & Tobago    Republic Bank Limited
Tunisia    Banque Internationale Arabe de Tunisie
Turkey    Citibank, N.A.
Ukraine    ING Bank Ukraine
United Kingdom    State Street Bank and Trust Company, London Branch
  
Uruguay    BankBoston, N.A.
Venezuela    Citibank, N.A.
Vietnam    The Hongkong and Shanghai Banking Corporation Limited
  
Zambia    Barclays Bank of Zambia Limited
Zimbabwe    Barclays Bank of Zimbabwe Limited

08/16/00

 

6


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

Argentina    Caja de Valores S.A.
Australia   

Austraclear Limited

 

Reserve Bank Information and

Transfer System

  
  
Austria   

Oesterreichische Kontrollbank AG

(Wertpapiersammelbank Division)

  
Belgium   

Caisse Interprofessionnelle de Dépôts et

de Virements de Titres, S.A.

 

Banque Nationale de Belgique

  
  
Brazil   

Companhia Brasileira de Liquidação e

Custódia

  
Bulgaria   

Central Depository AD

 

Bulgarian National Bank

  
Canada    Canadian Depository for Securities Limited
Chile    Depósito Central de Valores S.A.
People’s Republic of China   

Shanghai Securities Central Clearing &

Registration Corporation

 

Shenzhen Securities Central Clearing Co., Ltd.

  
  
Colombia    Depósito Centralizado de Valores
Costa Rica    Central de Valores S.A.
  

11/05/01

 

1


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

Croatia   

Ministry of Finance

 

National Bank of Croatia

 

Središnja Depozitarna Agencija d.d.

  
  
Czech Republic    Stredisko cenných papíru
   Czech National Bank
  
Denmark   

Værdipapircentralen (Danish

Securities Center)

Egypt   

Misr for Clearing, Settlement,

and Depository

  
  
  
Estonia    Eesti Väärtpaberite Keskdepositoorium
Finland   

Finnish Central Securities

Depository

  
France   

Société Interprofessionnelle pour la Compensation

des Valeurs Mobilières

  
Germany    Clearstream Banking AG, Frankfurt
Greece   

Bank of Greece,

System for Monitoring Transactions in

Securities in Book-Entry Form

  

Central Securities Depository

(Apothetirion Titlon AE)

  
  
  
  
Hong Kong    Central Clearing and Settlement System
   Central Moneymarkets Unit
Hungary   

Központi Elszámolóház és Értéktár

(Budapest) Rt. (KELER)

  
  
  

11/05/01

 

2


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

India    National Securities Depository Limited
   Central Depository Services India Limited
   Reserve Bank of India
Indonesia    Bank Indonesia
   PT Kustodian Sentral Efek Indonesia
Ireland   

Central Bank of Ireland

Securities Settlement Office

Israel   

Tel Aviv Stock Exchange Clearing

House Ltd. (TASE Clearinghouse)

Italy    Monte Titoli S.p.A.
   Banca d’Italia
Ivory Coast    Depositaire Central – Banque de Règlement
Jamaica    Jamaica Central Securities Depository
Japan   

Japan Securities Depository Center (JASDEC)

Bank of Japan Net System

Kenya    Central Bank of Kenya
Republic of Korea    Korea Securities Depository
Latvia    Latvian Central Depository
Lebanon   

Custodian and Clearing Center of

Financial Instruments for Lebanon

and the Middle East (Midclear) S.A.L.

Banque du Liban

11/05/01

 

3


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

Lithuania    Central Securities Depository of Lithuania
Malaysia    Malaysian Central Depository Sdn. Bhd.
  

Bank Negara Malaysia,

Scripless Securities Trading and Safekeeping

System

Mauritius    Central Depository and Settlement Co. Ltd.
   Bank of Mauritius
Mexico   

S.D. INDEVAL

(Instituto para el Depósito de Valores)

Morocco    Maroclear
Netherlands   

Nederlands Centraal Instituut voor

Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand   

New Zealand Central Securities

Depository Limited

Norway   

Verdipapirsentralen (Norwegian Central

Securities Depository)

Oman   

Muscat Depository & Securities

Registration Company, SAOC

Pakistan    Central Depository Company of Pakistan Limited
   State Bank of Pakistan

11/05/01

 

4


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

Palestine   

Clearing Depository and Settlement, a department

of the Palestine Stock Exchange

Peru   

Caja de Valores y Liquidaciones, Institución de

Compensación y Liquidación de Valores S.A

Philippines    Philippine Central Depository, Inc.
  

Registry of Scripless Securities

(ROSS) of the Bureau of Treasury

Poland   

National Depository of Securities

(Krajowy Depozyt Papierow Wartościowych SA)

   Central Treasury Bills Registrar
Portugal    Central de Valores Mobiliários
Qatar   

Central Clearing and Registration (CCR), a

department of the Doha Securities Market

Romania   

National Securities Clearing, Settlement and

Depository Company

   Bucharest Stock Exchange Registry Division
   National Bank of Romania
Singapore    Central Depository (Pte) Limited
   Monetary Authority of Singapore
Slovak Republic    Stredisko cenných papierov
   National Bank of Slovakia
Slovenia    Klirinsko Depotna Druzba d.d.

11/05/01

 

5


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

South Africa    Central Depository Limited
  

Share Transactions Totally Electronic

(STRATE) Ltd.

Spain   

Servicio de Compensación y

Liquidación de Valores, S.A.

  

Banco de España,

Central de Anotaciones en Cuenta

Sri Lanka   

Central Depository System

(Pvt) Limited

Sweden   

Värdepapperscentralen VPC AB

(Swedish Central Securities Depository)

Switzerland    SegaIntersettle AG (SIS)
Taiwan - R.O.C.   

Taiwan Securities Central

Depository Co., Ltd.

Thailand   

Thailand Securities Depository

Company Limited

Tunisia   

Société Tunisienne Interprofessionelle pour la

Compensation et de Dépôts des

Valeurs Mobilières

Turkey   

Takas ve Saklama Bankasi A.Ş.

(TAKASBANK)

   Central Bank of Turkey
Ukraine    National Bank of Ukraine
United Kingdom    Central Gilts Office and

11/05/01

 

6


  

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

   SCHEDULE B

 

Country

  

Depositories

   Central Moneymarkets Office
Venezuela    Banco Central de Venezuela
Zambia    LuSE Central Shares Depository Limited
   Bank of Zambia

TRANSNATIONAL

  
Euroclear   
Clearstream Banking AG   

11/05/01

 

7


SCHEDULE C

 

MARKET INFORMATION

 

Publication/Type of Information

(Frequency)

 

Brief Description

The Guide to Custody in World Markets

(annually)

  An overview of safekeeping and settlement practices and procedures in each market in which State Street Bank and Trust Company offers custodial services.

Global Custody Network Review

(annually)

  Information relating to the operating history and structure of depositories and subcustodians located in the markets in which State Street Bank and Trust Company offers custodial services, including transnational depositories.

Global Legal Survey

(annually)

  With respect to each market in which State Street Bank and Trust Company offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) the Fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements

(annually)

  Copies of the subcustodian contracts State Street Bank and Trust Company has entered into with each subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients.
Network Bulletins (weekly):   Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services.

Foreign Custody Advisories (as

necessary):

  With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street’s ability to deliver expected levels of service.

11/05/01