EXHIBIT 9
CUSTODIAN AGREEMENT
AGREEMENT made this 14th day of June, 1995, between each of the
Investment Companies listed on Appendix C hereto, as the same may be amended
from time to time (each a "Fund" and collectively the "Funds") and Brown
Brothers Harriman & Co. (the "Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN: Each Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require a
Fund to deliver to it any securities or funds owned by the Fund and shall have
no responsibility or liability for or on account of securities or funds not so
delivered. Each Fund will deposit with the Custodian copies of the Declaration
of Trust or Certificate of Incorporation and By-Laws (or comparable documents)
of the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF
EACH FUND HELD BY THE CUSTODIAN: Except for securities and funds held by any
Subcustodians appointed pursuant to the provisions of Section 3 hereof or held
by any Foreign Depositories (as said term is defined in Section 3) utilized by a
Subcustodian which powers and duties are set forth in Subcustodian Agreements,
substantially in the form set forth in Exhibit 1, which each Fund shall from
time to time review and approve as provided in Section 3 hereto, the Custodian
shall have and perform the following powers and duties:
2.1. SAFEKEEPING - To keep safely the securities and other assets of
each Fund that have been delivered to the Custodian and, on behalf of each Fund
from time to time to receive delivery of securities for safekeeping.
2.2. MANNER OF HOLDING SECURITIES - To hold securities of each Fund
(1) by physical possession of the share certificates or other instruments
representing such securities in registered or bearer form, or (2) in book-entry
form by a Securities System (as said term is defined in Section 2.22) or a
Foreign Depository.
2.3. REGISTRATION - To hold registered securities of each Fund, with
or without any indication of fiduciary capacity, provided that securities are
held in an account of the Custodian containing only assets of the Fund or only
assets held as fiduciary or custodian for customers; provided that the records
of the Custodian shall at all times reflect the Fund or other customer for which
such securities and other property are held in such accounts and the respective
interest therein.
2.4. PURCHASES - Upon receipt of proper instructions, as defined in
Section 2.27, insofar as funds are available or as funds are otherwise provided
by the Custodian at its discretion pursuant to Section 2.25 (Advances) below for
the purpose, to pay for and receive securities purchased for the account of a
Fund, payment being made only upon receipt of the securities (1) by the
Custodian, or (2) by a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by a Securities System or a Foreign
Depository. HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) in the case of
repurchase agreements entered into by a Fund, the Custodian (as well as an
Agent) may release funds to a Securities System, a Foreign Depository or a
Subcustodian prior to the receipt of advice from the Securities System, Foreign
Depository or Subcustodian that the securities underlying such repurchase
agreement have been
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transferred by book entry into the Account (as defined in Section 2.22) of the
Custodian (or such Agent) maintained with such Securities System or to the
Foreign Depository or Subcustodian, so long as such payment instructions to the
Securities System, Foreign Depository or Subcustodian include a requirement that
delivery is only against payment for securities, (ii) in the case of foreign
exchange contracts, options, time deposits, call account deposits, currency
deposits, and other deposits, contracts or options pursuant to Sections 2.10,
2.12, 2.13, 2.14 and 2.15, the Custodian may make payment therefor without
receiving an instrument evidencing said deposit, contract or option so long as
such payment instructions detail specific securities to be acquired, and (iii)
the Custodian may make payment for securities prior to receipt thereof in
accordance with (A) governmental regulations, (B) rules of Securities Systems,
Foreign Depositories or other U.S. or foreign clearing agencies, (C) generally
accepted trade practice in the applicable local market, (D) the terms of the
instrument representing the security, or (E) proper instructions.
2.5. EXCHANGES - Upon receipt of proper instructions, to exchange
securities held by it for the account of a Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares, change
of par value, conversion or other event relating to the securities or the issuer
of such securities and to deposit any such securities in accordance with the
terms of any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into an account as permitted in Section
2.3, and may surrender securities for a different number of certificates or
instruments representing the same number of shares or same principal amount of
indebtedness, provided the securities to be issued are to be delivered to the
Custodian.
2.6. SALES OF SECURITIES - Upon receipt of proper instructions, to
make delivery of securities which have been sold for the account of a Fund, but
only against payment therefor
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(1) in cash, by a certified check, bank cashier's check, bank credit, or bank
wire transfer, or (2) by credit to the account of the Custodian with a clearing
corporation of a national securities exchange of which the Custodian is a
member, or (3) by credit to the account of the Custodian or an Agent of the
Custodian with a Securities System or a Foreign Depository. HOWEVER,
NOTWITHSTANDING THE FOREGOING, (i) in the case of delivery of physical
certificates or instruments representing securities, the Custodian may make
delivery to the broker buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom, provided that the
payment therefor is to be made to the Custodian (which payment may be made by a
broker's check) or that such securities are. to be returned to the Custodian,
and (ii) the Custodian may make settlement of securities sold, including with
respect to the form of payment, in accordance with (A) governmental regulations,
(B) rules of Securities Systems, Foreign Depositories or other U.S. or foreign
clearing agencies, (C) generally accepted trade practice in the applicable local
market, (D) the terms of the instrument representing the security, or (E) proper
instructions.
2.7. DEPOSITARY RECEIPTS - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other place as
the Custodian may from time to time designate.
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Upon receipt of proper instructions, to surrender ADRs to the
issuer thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
2.8. EXERCISE OF RIGHTS; TENDER OFFERS - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered, or the
tendered securities are to be returned, to the Custodian.
2.9. STOCK DIVIDENDS, RIGHTS, ETC. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.
2.10. OPTIONS - Upon receipt of proper instructions or upon receipt of
instructions given pursuant to any agreement relating to an option or as
otherwise provided in any such agreement to (i) receive and retain, to the
extent provided to the Custodian, confirmations or other documents evidencing
the purchase, sale or writing of an option of any type on or in respect of a
security, securities index or similar form of property by a Fund; (ii) deposit
and maintain in a segregated account, either physically or by book-entry in a
Securities System or Foreign Depository or with a broker, dealer or other
entity, securities, cash or other assets in connection with options transactions
entered into by each Fund; (iii) transfer securities, cash or other assets
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to a Securities System, Foreign Depository, broker, dealer or other entity, as
margin (including variation margin) or other security for a Fund's obligations
in respect of any option; and (iv) pay, release and/or transfer such securities,
cash or other assets in accordance with a notice or other communication
evidencing the expiration, termination or exercise of or default under any such
option furnished by The Options Clearing Corporation, by the securities or
options exchange on which such option is traded or by such broker, dealer or
other entity as may be responsible for handling such options transaction or have
authority to give such notice or communication. The Custodian shall not be
responsible for the sufficiency of assets held in any segregated account
established in compliance with applicable margin maintenance requirements or the
performance of the other terms of any agreement relating to an option.
Notwithstanding the foregoing, options on futures contracts and options to
purchase and sell foreign currencies shall be governed by Sections 2.14 and
2.15.
2.11. BORROWINGS - Upon receipt of proper instructions, to deliver
securities of a Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.
2.12. DEMAND DEPOSIT BANK ACCOUNTS - To open and operate an account or
accounts in the name of each Fund, subject only to draft or order by such Fund,
and to hold in such account or accounts deposits accepted on the Custodian's
books denominated in U.S. and foreign currency, received for the account of the
Fund. The obligation of the Custodian for deposits accepted on the Custodian's
books shall be as follows: (a) the Custodian's obligations for deposits accepted
on its books and denominated in U.S. currency shall be that of a U.S. bank for a
similar deposit and (b) the Custodian's obligations for deposits accepted on its
books and denominated in any foreign currency shall be that of a U.S. bank for a
similar deposit, provided
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that such foreign currency deposits shall have the benefit of and be subject to
the provisions of the last paragraph of Section 6.3 hereof, and accordingly in
the event and to the extent the Custodian shall be unable to obtain payment due
to a Sovereign Risk or other factor described in the first sentence of said last
paragraph of Section 6.3 from any bank, trust company or similar institution
with which the Custodian has in turn deposited funds denominated in a foreign
currency by reason of the Custodian's foreign currency deposit obligation to a
Fund, the Custodian's obligation to pay the Fund in respect of such foreign
currency obligation shall similarly be deferred or relieved until and to the
extent the Custodian is able to obtain payment in respect of the Custodian's
foreign deposit from such bank, trust company or similar institution and
accordingly shall not be payable on demand in U.S. currency.
If and when authorized by proper instructions, the Custodian may
open and operate an additional account(s) in such other banks, trust companies
or similar institutions as may be designated by a Fund in such instructions (any
such bank, trust company or similar institution so designated by the Fund being
referred to hereafter as a "Banking Institution"), and may hold in such account
or accounts deposits of the Fund denominated in U.S. or foreign currency,
provided that such account(s) (hereinafter collectively referred to as "demand
deposit bank accounts") shall be in the name of the Custodian or a nominee of
the Custodian for the account of the Fund or for the account of the Custodian's
customers generally and shall be subject only to the Custodian's draft or order;
provided that any such demand deposit bank account shall contain only assets
held by the Custodian as a fiduciary or custodian for the Fund and/or other
customers and that the records of the Custodian shall indicate at all times the
Fund and/or other customers for which such funds are held in such account and
the respective interests therein. Such demand deposit accounts may be opened
with Banking Institutions in the United States and
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in other countries and may be denominated in either U.S. Dollars or other
currencies as a Fund may determine. The records for each such account will be
maintained by the Custodian but the deposits in any such account shall not
constitute a deposit liability of the Custodian. All such deposits, including
with Subcustodians, shall be deemed to be portfolio securities of a Fund and
accordingly the responsibility of the Custodian therefor shall be the same as
and no greater than the Custodian's responsibility in respect of other portfolio
securities of the Fund. The authorization by a Fund to appoint a Subcustodian as
such shall also constitute a proper instruction to open a demand deposit bank
account subject to the provisions of this paragraph with such Subcustodian.
2.13. INTEREST BEARING CALL OR TIME DEPOSITS - To place interest
bearing fixed term and call deposits with such banks and in such amounts as a
Fund may authorize pursuant to proper instructions. Such deposits may be placed
with the Custodian or with Subcustodians or other Banking Institutions as a Fund
may determine, in the name of the Custodian or a nominee of the Custodian for
the account of the Fund or the account of the Custodian's customers generally
and subject only to the Custodian's draft or order; provided that any such
deposit shall be held in an account containing only assets held by the Custodian
as a fiduciary or custodian for the Fund and/or other customers and that the
records of the Custodian shall indicate at all times the Fund and/or other
customers for which such funds are held in such account and the respective
interests therein. Deposits may be denominated in U.S. Dollars or other
currencies and need not be evidenced by the issuance or delivery of a
certificate to the Custodian, provided that the Custodian shall include in its
records with respect to the assets of a Fund appropriate notation as to the
amount and currency of each such deposit, the accepting Banking Institution and
other appropriate details, and shall retain such forms of advice or receipt
evidencing the deposit, if any,
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as may be forwarded to the Custodian by the Banking Institution. Funds, other
than those accepted on the Custodian's books as a deposit, but including those
placed with Subcustodians, shall be deemed portfolio securities of a Fund and
the responsibilities of the Custodian therefor shall be the same as those for
demand deposit bank accounts placed with other banks, as described in the second
paragraph of Section 2.12 of this Agreement. The responsibility of the Custodian
for funds accepted on the Custodian's books as a deposit shall be that of a U.S.
bank for a similar deposit.
2.14. FUTURES CONTRACTS - Upon receipt of proper instructions or upon
receipt of instructions given pursuant to any agreement relating to a futures
contract or an option thereon or as otherwise provided in any such agreement, to
(i) receive and retain, to the extent provided to the Custodian, confirmations
or other documents evidencing the purchase or sale of a futures contract or an
option on a futures contract by a Fund; (ii) deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System or
Foreign Depository, for the benefit of any futures commission merchant, or pay
to such futures commission merchant, securities, cash or other assets designated
by a Fund as initial, maintenance or variation "margin" deposits intended to
secure the Fund's performance of its obligations under any futures contract
purchased or sold or any option on a futures contract written, purchased or sold
by the Fund, in accordance with the provisions of any agreement relating thereto
or the rules of the Commodity Futures Trading Commission and/or any contract
market or any similar organization on which such contract or option is traded;
and (iii) pay, release and/or transfer securities, cash or other assets into or
out of such margin accounts only in accordance with any such agreement or rules.
The Custodian shall not be responsible for the sufficiency of assets held in any
segregated account
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established in compliance with applicable margin maintenance requirements or the
performance of the other terms of any agreement relating to a futures contract
or an option thereon.
2.15. FOREIGN EXCHANGE TRANSACTIONS - Pursuant to proper instructions,
to settle foreign exchange contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for the account of a Fund
with such currency brokers or Banking Institutions, including Subcustodians, as
the Fund may direct pursuant to proper instructions. The Custodian shall be
responsible for the transmission of cash and instructions to and from the
currency broker or Banking Institution with which the contract or option is
made, the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions as the Custodian
may receive and the maintenance of proper records as set forth in Section 5.1.
In connection with such transactions, the Custodian is authorized to make free
outgoing payments of cash in the form of U.S. Dollars or foreign currency
without receiving confirmation of a foreign exchange contract or option or
confirmation that the countervalue currency completing the foreign exchange
contract has been delivered or received or that the option has been delivered or
received. Each Fund accepts full responsibility for its use of third-party
foreign exchange dealers and for execution of said foreign exchange contracts
and options and understands that the Fund shall be responsible for any and all
costs and interest charges which may be incurred by the Fund or the Custodian as
a result of the failure or delay of third parties to deliver foreign exchange.
Alternatively, such transactions may be undertaken by the
Custodian as principal, if instructed by a Fund.
Foreign exchange contracts and options, other than those executed
with the Custodian as principal, but including those executed with
Subcustodians, shall be deemed to
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be portfolio securities of a Fund and the responsibility of the Custodian
therefor shall be the same as and no greater than the Custodian's responsibility
in respect of other portfolio securities of the Fund. The responsibility of the
Custodian with respect to foreign exchange contracts and options executed with
the Custodian as principal shall be that of a U.S. bank with respect to a
similar contract or option.
2.16. STOCK LOANS - Upon receipt of proper instructions, to deliver
securities of a Fund, in connection with loans of securities by the Fund, to the
borrower thereof prior to receipt of the collateral, if any, for such borrowing,
provided that for stock loans secured by cash collateral the Custodian's
instructions to any Securities System holding such securities require that the
Securities System may deliver the securities to the borrower thereof only upon
receipt of the collateral for such borrowing.
2.17. COLLECTIONS - (i) To collect and receive all income, payments of
principal and other payments with respect to the securities held hereunder, and
in connection therewith to deliver the certificates or other instruments
representing the securities to the issuer thereof or its agent when securities
are called, redeemed, retired or otherwise become payable; PROVIDED, THAT the
payment is to be made in such form and manner and at such time, which may be
after delivery by the Custodian of the instrument representing the security, as
is in accordance with the terms of the instrument representing the security, or
such proper instructions as the Custodian may receive, or governmental
regulations, the rules of Securities Systems, Foreign Depositories or other U.S.
or foreign securities depositories and clearing agencies or, with respect to
securities referred to in clause (iii) of the last sentence of Section 2.4, in
accordance with generally accepted trade practice; (ii) to execute ownership and
other certificates and affidavits for all federal and state tax purposes in
connection with receipt of income, principal or other payments with respect to
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securities of a Fund or in connection with transfer of securities; and (iii)
pursuant to proper instructions to take such other actions with respect to
collection or receipt of funds or transfer of securities which .involve an
investment decision. The Custodian shall give notice of assets of the Fund not
received when due.
2.18. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS - Upon receipt of proper
instructions from a Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from a Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of the Fund.
2.19. PROXIES, NOTICES, ETC. - Promptly to deliver or mail to each Fund
all forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take
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any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions.
2.20. NONDISCRETIONARY DETAILS - Without the necessity of express
authorization from a Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Fund held by the
Custodian except as otherwise directed from time to time by the Directors or
Trustees of the Fund, and (2) to make payments to itself or others for minor
expenses of handling securities or other similar items relating to the
Custodian's duties under this Agreement, provided that all such payments shall
be accounted for to the Fund.
2.21. BILLS - Upon receipt of proper instructions, to pay or cause to
be paid, insofar as funds are available for the purpose, bills, statements and
other obligations of the Fund (including but not limited to interest charges,
taxes, management fees, compensation to officers, directors and employees of the
Fund, and other operating expenses of the Fund).
2.22. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS - The Custodian may
deposit and/or maintain securities owned by a Fund in (i) The Depository Trust
Company, (ii) the Participants Trust Company, (iii) any book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31
CFR Part 350, or the book-entry regulations of federal agencies substantially in
the form of Subpart O, or (iv) any other domestic clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and whose use the
Fund has previously approved in writing (each of the foregoing being referred to
in this Agreement as a "Securities System"). Utilization of a Securities System
shall be in accordance with applicable
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Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities,
either directly or through one or more Agents appointed by the Custodian
(provided that any such agent shall be qualified to act as a custodian of the
Fund pursuant to the Investment Company Act of 1940 and the rules and
regulations thereunder), in a Securities System provided that such securities
are represented in an account ("Account") of the Custodian or such Agent in the
Securities System which shall not include any assets of the Custodian or Agent
other than assets held as a fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of
each Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the
account of a Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such payment and transfer for
the account of the Fund. The Custodian shall transfer securities sold for the
account of a Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices from the Securities
System of transfers of securities for the account of a Fund shall identify the
Fund, be maintained for the Fund by the Custodian or an Agent as referred to
above, and be provided to the Fund at its request. The Custodian shall furnish
to each Fund confirmation of each transfer to or from the account of the Fund in
the form of a written advice or
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notice and shall furnish to each Fund copies of daily transaction sheets
reflecting each day's transactions in the Securities System for the account of
the Fund on the next business day;
4) The Custodian shall provide each Fund with any report
obtained by the Custodian or any Agent as referred to above on the Securities
System's accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System; and the Custodian
and such Agents shall send to each Fund such reports on their own systems of
internal accounting control as any Fund may reasonably request from time to
time.
5) At the written request of a Fund, the Custodian will
terminate the use of any Securities System on behalf of the Fund as promptly as
practicable.
2.23. OTHER TRANSFERS - To deliver securities, funds and other property
of a Fund to a Subcustodian or another custodian as necessary to effect
transactions authorized by proper instructions and upon receipt of proper
instructions, to deliver securities, funds and other property of the Fund to a
Subcustodian or another custodian of the Fund; and, upon receipt of proper
instructions, to make such other disposition of securities, funds or other
property of the Fund in a manner other than or for purposes other than as
enumerated elsewhere in this Agreement, provided that the instructions relating
to such disposition shall state the amount of securities to be delivered and the
name of the person or persons to whom delivery is to be made.
2.24. INVESTMENT LIMITATIONS - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for a Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Trustees or Directors
of the Fund.
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Subject to the provisions of Section 6, the Custodian shall in no event be
liable to a Fund and shall be indemnified by the Fund for any violation which
occurs in the course of carrying out instructions given by the Fund of any
investment limitations to which the Fund is subject or other limitations with
respect to the Fund's powers to make expenditures, encumber securities, borrow
or take similar actions affecting the Fund.
2.25. CUSTODIAN ADVANCES - In the event that the Custodian is directed
by proper instructions to make any payment or transfer of funds on behalf of a
Fund for which there would be, at the close of business on the date of such
payment or transfer, insufficient funds held by the Custodian on behalf of the
Fund, the Custodian may, in its discretion without further proper instructions,
provide an advance ("Advance") to the Fund in an amount sufficient to allow the
completion of the transaction by reason of which such payment or transfer of
funds is to be made. In addition, in the event the Custodian is directed by
proper instructions to make any payment or transfer of funds on behalf of a Fund
as to which it is subsequently determined that the Fund has overdrawn its cash
account with the Custodian as of the close of business on the date of such
payment or transfer, said overdraft shall constitute an Advance. Any Advance to
a Fund shall be payable on demand by the Custodian, unless otherwise agreed by
the Fund and the Custodian, and shall accrue interest from the date of the
Advance to the date of payment by the Fund at a rate agreed upon from time to
time by the Custodian and the Fund. It is understood that any transaction in
respect of which the Custodian shall have made an Advance to a Fund, including
but not limited to a foreign exchange contract or transaction in respect of
which the Custodian is not acting as a principal, is for the account of and at
the risk of the Fund, and not, by reason of such Advance, deemed to be a
transaction undertaken by the Custodian for its own account and risk. The
Custodian and each Fund acknowledge that the purpose of Advances is to finance
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temporarily the purchase or sale of securities for prompt delivery in accordance
with the settlement terms of such transactions or to meet emergency expenses not
reasonably foreseeable by the Fund.
2.26. RESTRICTED SECURITIES - In the case of a "restricted security",
each Fund shall have the responsibility to provide to or obtain for the
Custodian, the issuer of the security or other appropriate third party any
necessary documentation, including without limitation, legal opinions or
consents, and to take any necessary actions required in connection with the
registration of restricted securities in the manner provided in Section 2.3 upon
acquisition thereof by the Fund or required in connection with any sale or other
disposition thereof by the Fund. Upon acquisition and until so registered in
accordance with Section 2.3, the Custodian shall have no duty to service such
restricted securities, including without limitation, the receipt and collection
of cash and stock dividends, rights and other items of like nature, nor shall
the Custodian have responsibility for the inability of a Fund to exercise in a
timely manner any right in respect of any restricted security or to take any
action in a timely manner in respect of any other type of corporate action
relating to a restricted security. Similarly, the Custodian shall not have
responsibility for the inability of a Fund to sell or otherwise transfer in a
timely manner any restricted security in the absence of any such documentation
or action to be provided, obtained or taken by the Fund. At such time as the
Custodian shall receive on behalf of a Fund any restricted security, regardless
of when it shall be registered as aforesaid, the Fund shall also deliver to the
Custodian a term sheet summarizing those rights, restrictions or other matters
of which the Custodian should have knowledge, such as exercise periods,
expiration dates and payment dates, in order to assist the Custodian in
servicing such securities. As used herein, the term "restricted security" shall
mean a security which is subject to restrictions on transfer, whether by reason
of contractual restrictions or federal, state or
-17-
foreign securities or similar laws, or a security which has special rights or
contractual features which do not apply to publicly-traded shares of, or
comparable interests representing, such security.
2.27. PROPER INSTRUCTIONS - Proper instructions shall mean a tested
telex from a Fund or a written request, direction, instruction or certification
signed or initialed on behalf of the Fund by two or more persons as the Board of
Trustees or Directors of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or the payment of funds to an authorized signatory of the Fund shall
be signed by such person. Those persons authorized to give proper instructions
may be identified by the Board of Trustees or Directors of a Fund by name, title
or position and may include at least one officer empowered by the Board to name
other individuals who are authorized to give proper instructions on behalf of
the Fund. Telephonic or other oral instructions may be given by any one of the
above persons, and instructions given by facsimile transmission may be given by
any two or more of the above persons and will be considered proper instructions
if the Custodian reasonably believes them to have been given by a person or
persons authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions. Each Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian by or on behalf of
the Fund (including any of its officers, Directors, Trustees, employees or
agents or any investment manager or adviser or person or entity with similar
responsibilities which is authorized to give proper instructions on behalf of
the Fund to the Custodian). Proper instructions may
-18-
relate to specific transactions or to types or classes of transactions, and may
be in the form of standing instructions.
Proper instructions from a Fund may include communications
effected directly between electro-mechanical or electronic devices or systems,
in addition to tested telex, provided that the Fund and the Custodian agree to
the use of such device or system.
2.28. SEGREGATED ACCOUNT - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts for and on behalf of each Fund, into which account or accounts may be
transferred cash and/or securities of the Fund, including securities maintained
by the Custodian pursuant to Section 2.22 hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. (or any futures commission
merchant registered under the Commodity Exchange Act) relating to compliance
with the rules of the Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or securities in connection with
options purchased, sold or written by the Fund or commodity futures contracts or
options thereon purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies, and (iv) as mutually agreed from time to time
between the Fund and the Custodian.
-19-
3. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO THE APPOINTMENT
OF SUBCUSTODIANS: The Fund hereby authorizes and instructs the Custodian to
appoint, at any time and from time to time, (i) any bank, trust company or other
entity meeting the requirements of an "eligible foreign custodian" under Section
17(f) of the 1940 Act and the rules and regulations thereunder or by order of
the Securities and Exchange Commission exempted therefrom, or (ii) any bank as
defined in Section 2(a)(5) of the 1940 Act and the rules and regulations
thereunder or an overseas branch of a "Qualified U.S. Bank" (as such term
defined in Rule 17f (5) of the 1940 Act), to hold securities, funds and other
property of the Funds which are maintained outside the United States (a
"Subcustodian"). The Fund hereby further authorizes and instructs the Custodian
to utilize any securities depositories outside the United States which meet the
requirements of Section 17(f) of the 1940 Act and the rules and regulations
thereunder or by order of the Securities and Exchange Commission exempted
therefrom (a "Foreign Depository"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. Upon such approval by the Fund, the Custodian is
authorized on behalf of the Fund to notify each Subcustodian of its appointment
as such.
Those Subcustodians, and the countries where and the Foreign
Depositories through which they or the Custodian may hold securities, cash and
other property of each Fund which each Fund has approved to date are set forth
on the applicable Appendix A hereto. Such Appendix shall be amended from time to
time as Subcustodians, and/or countries and/or Foreign Depositories are changed,
added or deleted. A Fund shall be responsible for
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informing the Custodian sufficiently in advance of a proposed investment which
is to be held in a country not listed on Appendix A, in order that there shall
be sufficient time for the Fund to give the approval required by the preceding
paragraph and for the Custodian to put the appropriate arrangements in place
with such Subcustodian, including negotiation of a subcustodian agreement and
submission of such subcustodian agreement to the Fund for approval.
If any Subcustodian or Foreign Depository set forth in Appendix A
(a) sends notice to the Custodian that it will no longer serve as Subcustodian,
or (b) shall no longer satisfy the requirements of a branch of a "Qualified U.S.
Bank" or an "Eligible Foreign Custodian" under the 1940 Act, the Custodian shall
promptly notify the applicable Fund of such development. In such event and upon
receipt of such notice, the applicable Fund will promptly review and approve a
new subcustodial arrangement ("Replacement Subcustodian") in sufficient time to
assure the Fund's continued compliance with the safekeeping requirements of the
1940 Act and the rules adopted thereunder. The Custodian shall, as soon as
practicable after receiving notice of the Fund's approval, transfer the assets
of the Fund to such Replacement Subcustodian.
If a Fund shall have invested in a security to be held in a
country before the foregoing procedures have been completed, such security shall
be held by such agent as the Custodian may appoint. In any event, the Custodian
shall be liable to such Fund for the actions of such agent if and only to the
extent the Custodian shall have recovered from such agent for any damages caused
the Fund by such agent. At the request of such Fund, the Custodian agrees to
remove any securities held on behalf of the Fund by such agent, if practical, to
an approved Subcustodian. Under such circumstances the Custodian will collect
income and respond to corporate actions on a best efforts basis.
-21-
With respect to securities and funds held by a Subcustodian,
either directly or indirectly (including by a Foreign Depository or foreign
clearing agency) or by a Foreign Depository or foreign clearing agency utilized
by the Custodian, notwithstanding any provision of this Agreement to the
contrary, payment for securities purchased and delivery of securities sold may
be made prior to receipt of the securities or payment, respectively, and
securities or payment may be received in a form, in accordance with (A)
governmental regulations, (B) rules of Foreign Depositories or foreign clearing
agencies, (C) generally accepted trade practice in the applicable local market,
(D) the terms of the instrument representing the security, or (E) proper
instructions.
With respect to the securities and funds held by a Subcustodian,
either directly or indirectly, (including by a securities depository or a
clearing agency) including demand and interest bearing deposits, currencies or
other deposits and foreign exchange contracts as referred to in Sections 2.12,
2.13, 2.14 or 2.15, the Custodian shall be liable to a Fund for any loss or
damage to the Fund caused by or resulting from the acts and omissions of any
Subcustodian to the extent that under the terms set forth in the subcustodian
agreement between the Custodian and the Subcustodian (or in the subcustodian
agreement between a Subcustodian and any secondary Subcustodian), the
Subcustodian (or secondary Subcustodian) has failed to perform in accordance
with the standard of conduct imposed under such subcustodian agreement as
determined in accordance with the law which is adjudicated to govern such
agreement and in accordance with any determination of any court as to the duties
of said Subcustodian pursuant to said agreement. The Custodian shall
nevertheless be liable to a Fund (a) for its own negligence in transmitting any
instructions received by it from the Fund (b) for its own negligence in
connection with the delivery of any securities or funds held by it to any such
Subcustodian and (c) if the Custodian shall have acted negligently in
recommending the Subcustodian, taking into account the
-22-
eligible foreign custodians and banks (as those terms are defined in the 1940
Act and the rules thereunder) which are available to act as subcustodians within
a given jurisdiction, provided that the Custodian shall in no event be liable
for losses which result from systemic or market-wide risks, including without
limitation those arising from custody, clearance and settlement systems, posed
by the financial infrastructure of a given foreign jurisdiction.
In the event that any Subcustodian appointed pursuant to the
provisions of this Section 3 fails to perform any of its obligations under the
terms and conditions of the applicable subcustodian agreement, the Custodian
shall use its best efforts to cause such Subcustodian to perform such
obligations. In the event that the Custodian is unable to cause such
Subcustodian to perform fully its obligations thereunder, the Custodian shall
forthwith upon any Fund's request terminate such Subcustodian as a Subcustodian
for each of the Funds in accordance with the termination provisions under the
applicable subcustodian agreement and, if necessary or desirable, appoint
another subcustodian in accordance with the provisions of this Section 3. At the
election of a Fund, it shall have the right to enforce, to the extent permitted
by the subcustodian agreement and applicable law, the Custodian's rights against
any such Subcustodian for loss or damage caused the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree
to change or permit any changes thereunder except upon the prior written
approval of each Fund.
The Custodian may, at any time in its discretion upon
notification to each Fund, terminate any Subcustodian of the Funds in accordance
with the termination provisions under the applicable Subcustodian Agreement, and
at the written request of any Fund, the Custodian will terminate any
Subcustodian as a Subcustodian for each of the Funds in accordance with the
termination provisions under the applicable Subcustodian Agreement.
-23-
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Board of Directors or Trustees of each Fund in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian
under the indemnification provisions of any subcustodian agreement, the
Custodian shall promptly give written notice to the appropriate Fund or Funds of
such claim. No more than thirty days after written notice to such Fund or Funds
of the Custodian's intention to make such payment, such Fund or such Funds
severally and not jointly will reimburse the Custodian the amount of such
payment made in respect of each such Fund except in respect of any negligence or
misconduct of the Custodian.
4. ASSISTANCE BY THE CUSTODIAN AS TO CERTAIN MATTERS: The Custodian
may assist generally in the preparation of reports to Fund shareholders and
others, audits of accounts, and other ministerial matters of like nature.
5. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO RECORDS: The
Custodian shall have and perform the following duties with respect to records:
5.1. RECORDS - To create, maintain and retain such records for each
Fund relating to its activities and obligations under this Agreement as are
required under the Investment Company Act of 1940 and the rules and regulations
thereunder (including Section 31 thereof and Rules 31a-l and 3la-2 thereunder)
and under applicable Federal and State tax laws. All such records will be the
property of the Fund to which they relate and in the event of termination of
this Agreement shall be delivered to the successor custodian.
-24-
5.2. ACCESS TO RECORDS - The books and records maintained by the
Custodian on behalf of a Fund pursuant to Section 5.1 shall at all times during
the Custodian's regular business hours be open to inspection and audit by
officers of, attorneys for and auditors employed by the Fund and by employees
and agents of the Securities and Exchange Commission, provided that all such
individuals shall observe all security requirements of the Custodian applicable
to its own employees having access to similar records within the Custodian and
such regulations as may be reasonably imposed by the Custodian.
5.3. CALCULATION OF NET ASSET VALUE - To compute and determine the net
asset value per share of each Fund as of the close of business on the New York
Stock Exchange on each day on which such Exchange is open, unless otherwise
directed by proper instructions. Such computation and determination on behalf of
each Fund shall be made in accordance with (1) the provisions of the Fund's
Declaration of Trust or Certificate of Incorporation and By-Laws, as they may
from time to time be amended and delivered to the Custodian, (2) the votes of
the Board of Trustees or Directors of the Fund at the time in force and
applicable, as they may from time to time be delivered to the Custodian, and (3)
proper instructions from such officers of the Fund or other persons as are from
time to time authorized by the Board of Trustees or Directors of the Fund to
give instructions with respect to computation and determination of the net asset
value. On each day that the Custodian shall compute the net asset value per
share of a Fund, the Custodian shall provide the Fund with written reports which
permit the Fund to verify that portfolio transactions have been recorded in
accordance with the Fund's instructions and are reconciled with the Fund's
trading records.
In computing the net asset value of a Fund, the Custodian may
rely upon any information furnished by proper instructions, including without
limitation any information (1)
-25-
as to accrual of liabilities of the Fund and as to liabilities of the Fund not
appearing on the books of account kept by the Custodian, (2) as to the
existence, status and proper treatment of reserves, if any, authorized by the
Fund, (3) as to the sources of quotations to be used in computing the net asset
value, including those listed in Appendix B, (4) as to the fair value to be
assigned to any securities or other property for which price quotations are not
readily available, and (5) as to the sources of information with respect to
"corporate actions" affecting portfolio securities of the Fund, including those
listed in Appendix B. (Information as to "corporate actions" shall include
information as to dividends, distributions. stock splits, stock dividends,
rights offerings, conversions, exchanges, recapitalizations, mergers,
redemptions, calls, maturity dates and similar transactions, including the ex-
and record dates and the amounts or other terms thereof.)
In like manner, the Custodian shall compute and determine the net
asset value of a Fund as of such other times as the Board of Trustees or
Directors of the Fund from time to time may reasonably request.
Notwithstanding any other provisions of this Agreement, including
Section 6.3, the following provisions shall apply with respect to the
Custodian's foregoing responsibilities in this Section 5.3: The Custodian shall
be held to the exercise of reasonable care in computing and determining net
asset value of each Fund as provided in this Section 5.4, but shall not be held
accountable or liable for any losses, damages or expenses the Fund or any
shareholder or former shareholder of the Fund or any other person may suffer or
incur arising from or based upon errors or delays in the determination of such
net asset value unless such error or delay was due to the Custodian's
negligence, gross negligence or reckless or willful misconduct in determination
of such net asset value. (The parties hereto acknowledge, however, that the
Custodian's causing an error or delay in the determination of net asset value
may, but does not in and of itself, constitute
-26-
negligence, gross negligence or reckless or willful misconduct.) In no event
shall the Custodian be liable or responsible to a Fund, any present or former
shareholder of the Fund or any other person for any error or delay which
continued or was undetected after the date of an audit performed by the
certified public accountants employed by the Fund if, in the exercise of
reasonable care in accordance with generally accepted accounting standards, such
accountants should have become aware of such error or delay in the course of
performing such audit. The Custodian's liability for any such negligence, gross
negligence or reckless or willful misconduct which results in an error in
determination of such net asset value of a Fund shall be limited to the direct,
out-of-pocket loss the Fund, shareholder or former shareholder shall actually
incur, measured by the difference between the actual and the erroneously
computed net asset value, and any expenses the Fund shall incur in connection
with correcting the records of the Fund affected by such error (including
charges made by the Fund's registrar and transfer agent for making such
corrections) or communicating with shareholders or former shareholders of the
Fund affected by such error.
Without limiting the foregoing, the Custodian shall not be held
accountable or liable to a Fund, any shareholder or former shareholder thereof
or any other person for any delays or losses, damages or expenses any of them
may suffer or incur resulting from (1) the Custodian's failure to receive timely
and suitable notification concerning quotations or corporate actions relating to
or affecting portfolio securities of the Fund or (2) any errors in the
computation of the net asset value based upon or arising out of quotations or
information as to corporate actions if received by the Custodian either (i) from
a source which the Custodian was authorized pursuant to the second paragraph of
this Section 5.3 to rely upon, or (ii) from a source which in the Custodian's
reasonable judgment was as reliable a source for such quotations or information
as the sources authorized pursuant to that paragraph. Nevertheless, the
Custodian will use its
-27-
best judgment in determining whether to verify through other sources any
information it has received as to quotations or corporate actions if the
Custodian has reason to believe that any such information might be incorrect.
In the event of any error or delay in the determination of such
net asset value of a Fund for which the Custodian may be liable, the Fund and
the Custodian will consult and make good faith efforts to reach agreement on
what actions should be taken in order to mitigate any loss suffered by the Fund
or its present or former shareholders, in order that the Custodian's exposure to
liability shall be reduced to the extent possible after taking into account all
relevant factors and alternatives. Such actions might include such Fund or the
Custodian taking reasonable steps to collect from any shareholder or former
shareholder who has received any overpayment upon redemption of shares such
overpaid amount or to collect from any shareholder who has underpaid upon a
purchase of shares the amount of such underpayment or to reduce the number of
shares issued to such shareholder. It is understood that in attempting to reach
agreement on the actions to be taken or the amount of the loss which should
appropriately be borne by the Custodian, such Fund and the Custodian will
consider such relevant factors as the amount of the loss involved, the Fund's
desire to avoid loss of shareholder good will, the fact that other persons or
entities could have been reasonably expected to have detected the error sooner
than the time it was actually discovered, the appropriateness of limiting or
eliminating the benefit which shareholders or former shareholders might have
obtained by reason of the error, and the possibility that other parties
providing services to the Fund might be induced to absorb a portion of the loss
incurred.
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6. STANDARD OF CARE AND RELATED MATTERS:
6.1. LIABILITY OF THE CUSTODIAN WITH RESPECT TO PROPER INSTRUCTIONS;
EVIDENCE OF AUTHORITY, ETC. - The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
The Secretary or Assistant Secretary of each Fund shall certify
to the Custodian the names, signatures and scope of authority of all persons
authorized to give proper instructions or any other such notice, request,
direction, instruction, certificate or instrument on behalf of the Fund, the
names and signatures of the officers of the Fund, the name and address of the
Shareholder Servicing Agent, and any resolutions, votes, instructions or
directions of the Fund's Board of Directors or Trustees or shareholders. Such
certificate may be accepted and relied upon by the Custodian as conclusive
evidence of the facts set forth therein and may be considered in full force and
effect until receipt of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the
appropriate Fund or Funds, to receive and act upon advice of (i) counsel
regularly retained by the Custodian in respect of custodian matters, (ii)
counsel for such Fund or Funds, or (iii) such other counsel as such Fund or
Funds and the Custodian may agree upon, with respect to all matters, and the
Custodian shall be without liability for any action reasonably taken or omitted
pursuant to such advice.
-29-
6.2. LIABILITY OF THE CUSTODIAN WITH RESPECT TO USE OF SECURITIES
SYSTEMS AND FOREIGN DEPOSITORIES - With respect to the portfolio securities,
cash and other property of a Fund held by a Securities System or by a Foreign
Depository utilized by the Custodian or any Subcustodian, the Custodian shall be
liable to the Fund only for any loss or damage to the Fund resulting from use of
the Securities System or Foreign Depository if caused by any negligence,
misfeasance or misconduct of the Custodian or any of its Agents (as said term is
defined in Section 6.6) or of any of its or its Agents' employees or from any
failure of the Custodian or any such Agent to enforce effectively such rights as
it may have against the Securities System or Foreign Depository. At the election
of a Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities System, Foreign Depository or
any other person which the Custodian may have as a consequence of any such loss
or damage to the Fund if and to the extent that the Fund has not been made whole
for any such loss or damage.
6.3. STANDARD OF CARE; LIABILITY; INDEMNIFICATION - The Custodian
shall be held only to the exercise of reasonable care and diligence expected of
a professional custodian in carrying out the provisions of this Agreement,
provided that the Custodian shall not thereby be required to take any action
which is in contravention of any applicable law, rule or regulation or any order
or judgment of any court of competent jurisdiction. The Custodian shall assume
the burden of proving that it exercised such care and diligence in the event of
any loss of property of any of the Funds.
Each Fund agrees to indemnify and hold harmless the Custodian and
its nominees from all claims and liabilities (including counsel fees) incurred
or assessed against it or its nominees in connection with the performance of
this Agreement on behalf of such Fund, except such as may arise from its or its
nominee's breach of the relevant standard of conduct set
-30-
forth in this Agreement. Without limiting the foregoing indemnification
obligation of each Fund, each Fund agrees to indemnify the Custodian and any
nominee in whose name portfolio securities or other property of the Fund is
registered against any liability the Custodian or such nominee may incur by
reason of taxes assessed to the Custodian or such nominee or other costs,
liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio securities or other property
of the Fund is registered in the name of the Custodian or such nominee.
In no event shall the Custodian incur liability under this
Agreement if the Custodian or any Subcustodian, Securities System, Foreign
Depository, Banking Institution or any agent or entity utilized by any of them
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 Sovereign Risk or (ii) 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 securities depository or clearing agency which operates a central
system for handling of securities or equivalent book-entries in a country or
which operates a transnational system for the central handling of securities or
equivalent book-entries, or (iii) any provision of any order or judgment of any
court of competent jurisdiction. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting a Fund's property; or acts of war, terrorism,
insurrection or revolution; or any other act or event beyond the Custodian's
control.
-31-
Except to the extent that (i) the Custodian has specifically
agreed to comply with a rule or regulation, or (ii) the Custodian is bound by a
rule or regulation in the performance of its duties hereunder, including Rule
17f-5 under the Investment Company Act of 1940, the Custodian shall not be
responsible for compliance of this Agreement and the actions to be taken
hereunder with any rules, regulations and restrictions including without
limitation those imposed by a Fund's prospectus or the Investment Company Act of
1940 and the rules and regulations thereunder.
6.4. REIMBURSEMENT OF DISBURSEMENTS, ETC. - The Custodian shall be
entitled to receive reimbursement from each Fund on demand, in the manner
provided in Section 7, for its cash disbursements, expenses and charges
(including the fees and expenses of any Subcustodian or any Agent) made or
incurred in respect of such Fund in connection with this Agreement, but
excluding salaries and usual overhead expenses.
6.5. SECURITY FOR OBLIGATIONS TO CUSTODIAN - If the Custodian or any
nominee thereof shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Agreement (collectively a "Liability"), in respect of a Fund, except such as may
arise from its or such nominee's breach of the relevant standard of conduct set
forth in this Agreement, or if the Custodian shall make any Advance to a Fund,
then in such event any property at any time held for the account of such Fund by
the Custodian or a Subcustodian shall be security for such Liability of such
Fund or for such Advance to such Fund and the interest thereon, and if the Fund
shall fail to pay such Advance or interest when due or shall fail to reimburse
or indemnify the Custodian promptly in respect of a Liability, the Custodian
shall be entitled to utilize available cash and to dispose of the Fund's
property, including securities, to the extent necessary to obtain repayment,
reimbursement or indemnification.
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6.6. APPOINTMENT OF AGENTS - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank or trust
company as its agent (an "Agent") to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct, provided, however, that
the appointment of such Agent (other than an Agent appointed pursuant to the
third paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this Agreement.
6.7. POWERS OF ATTORNEY - Upon request, each Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. COMPENSATION OF THE CUSTODIAN: Each Fund shall pay the Custodian
a custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6.4,
shall be billed to the appropriate Fund and be paid in cash to the Custodian.
8. TERMINATION OF AGREEMENT AS TO ONE OR MORE FUNDS: SUCCESSOR
CUSTODIAN: With respect to each Fund, this Agreement shall continue in full
force and effect until the first to occur of: (a) termination by the Custodian
by an instrument in writing delivered or mailed to such Fund, such termination
to take effect not sooner than seventy-five (75) days after the date of such
delivery; or (b) termination by such Fund by an instrument in writing delivered
or mailed to the Custodian, such termination to take effect not sooner than
seventy-five (75) days after the date of such delivery. In the event of
termination pursuant to this Section 8 by any Fund (a "Terminating Fund") , each
Terminating Fund shall make payment of all accrued fees and unreimbursed
-33-
expenses with respect to such Terminating Fund within a reasonable time
following delivery of a statement to the Terminating Fund setting forth such
fees and expenses and in any event prior to delivery of the securities, cash or
other property held by the Custodian to the Terminating Fund or a successor
custodian. Each Terminating Fund shall identify in any notice of termination a
successor custodian or custodians to which the cash, securities or other assets
of such Fund shall, upon termination of this Agreement with respect to such
Terminating Fund, be delivered. In the event that no written notice designating
a successor custodian shall have been delivered to the Custodian on or before
the date when termination of this Agreement as to a Terminating Fund shall
become effective, the Custodian may deliver to a bank or trust company doing
business in Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities cash and other property of such
Terminating Fund held by the Custodian and all instruments held by the Custodian
relative thereto and all other property of the Terminating Fund held by the
Custodian under this Agreement. Thereafter such bank or trust company shall be
the successor or the Custodian with respect to such Terminating Fund under this
Agreement. In the event that securities, cash and other property of such
Terminating Fund remain in the possession of the Custodian after the date of
termination hereof with respect to such Terminating Fund owing to failure of the
Terminating Fund to appoint a successor custodian, the Custodian shall be
entitled to compensation for its services in accordance with the fee schedule
most recently in effect, for such period as the Custodian retains possession of
such securities, cash and other property, and the provisions of this Agreement
relating to the duties and obligations of the Custodian and the Terminating Fund
shall remain in full force and effect. In the event of the appointment of a
-34-
successor custodian, it is agreed that the cash, securities and other property
owned by a Terminating Fund and held by the Custodian, any Subcustodian or
nominee shall be delivered to the successor custodian; and the Custodian agrees
to cooperate with such Terminating Fund in the execution of documents and
performance of other actions necessary or desirable in order to substitute the
successor custodian for the Custodian under this Agreement.
9. AMENDMENT: This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof.
No provision of this Agreement may be amended or terminated except by a
statement in writing signed by the party or parties against which enforcement of
the amendment or termination is sought.
In connection with the operation of this Agreement, the Custodian
and the Funds may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of
the parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
10. GOVERNING LAW: This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed according
to the laws of said Commonwealth.
11. NOTICES: Notices and other writings delivered or mailed postage
prepaid to each Fund addressed to the Fund c/o BEA Associates, 153 East 53rd
Street, New York, New York 10022 or to such other address as a Fund may have
designated to the Custodian in writing,
-35-
or to the Custodian at 40 Water Street, Boston, Massachusetts 02109, Attention:
Manager, Securities Department, or to such other address as the Custodian may
have designated to the Funds in writing, shall be deemed to have been properly
delivered or given hereunder to the respective addressee.
12. BINDING EFFECT: This Agreement shall be binding on and shall
inure to the benefit of each Fund and the Custodian and their respective
successors and assigns, provided that no party hereto may assign this Agreement
or any of its rights or obligations hereunder without the prior written consent
of the other party.
13. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties.
14. OBLIGATIONS SEVERAL: The Custodian agrees that the obligations of
each Fund hereunder are several and that the Custodian shall have no recourse
against any Fund for the payment or obligations of any other Fund.
-36-
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
EACH OF THE INVESTMENT COMPANIES BROWN BROTHERS HARRIMAN & CO.
LISTED ON APPENDIX C HERETO
By: /s/ Paul P. Stamler per pro /s/ R.A. Hill
----------------------------------------- -----------------------
NAME: Paul P. Stamler Richard A. Hill
TITLE: S.U.P. Manager
-37-
APPENDIX A
The applicable Appendix A follows for each fund.
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE BRAZILIAN EQUITY FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO PAULO
First National Bank of Boston Agreement 1/5/88 BOVESPA
Omnibus Amendment 2/22/94 CLC
TRANSNATIONAL BROWN BROTHERS HARRMIAN & CO. Cedel
Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON _______________________ THE BOARD
APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES
LISTED ON THIS APPENDIX.
/s/ Paul P. Stamler 5/16/95
- ----------------------------------- ----------------------------------
(SIGNATURE) (DATE)
S.U.P.
- -----------------------------------
(TITLE)
PAGE 1 OF 1
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE CHILE FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado
Citibank N.A., New York Agreement 7/16/81 de Valores de Chile
New York Agreement Amendment 8/31/90 (to be established in 1995)
TRANSNATIONAL BROWN BROTHERS HARRIMAN & Co. Cedel
Euroclear
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Amendment 12/15/93
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
/s/ Paul P. Stamler 5/16/95
- ----------------------------------- ----------------------------------
(SIGNATURE) (DATE)
S.U.P.
- -----------------------------------
(TITLE)
PAGE 1 OF 1
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE PORTUGAL FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa
DE LISBOA, S.A.
BESCL Agreement 4/26/89
TRANSNATIONAL BROWN BROTHERS HARRIMAN & Co. Cedel
Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON __________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
/s/ Paul P. Stamler 5/16/95
- ----------------------------------- ----------------------------------
(SIGNATURE) (DATE)
S.U.P.
- -----------------------------------
(TITLE)
PAGE 1 OF 1
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE FIRST ISRAEL FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ISRAEL ISRAEL DISCOUNT BANK LTD. TASE Clearinghouse Ltd.
Israel Discount Bank Agreement 3/10/93
ISRAEL UNITED MlZRAHI BANK LTD. TASE Clearinghouse Ltd.
United Mizrahi Bank Agreement 3/4/93
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
/s/ Paul P. Stamler 5/16/95
- ----------------------------------- ----------------------------------
(SIGNATURE) (DATE)
S.U.P.
- -----------------------------------
(TITLE)
PAGE 1 OF 1
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
AUSTRALIA NATIONAL AUSTRALIA BANK LTD Austraclear Ltd.
National Australia Bank Agt. 5/1/85 Reserve Bank of Australia
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
AUSTRIA CREDITANSTALT BANKVEREIN OEKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BANGLADESH STANDARD CHARTERED BANK, DHAKA None
Standard Chartered Bank Agreement 2/18/92
BELGIUM BANQUE BRUXELLES LAMBERT CIK
Banque Bruxelles Lambert Agt. 11/15/90 Banque Nationale de Belgique
Omnibus Amendment 3/1/94
BOTSWANA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA
PAULO CLC
First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS
Canadian Imperial Bank of Commerce Agreement
9/9/88
Omnibus Amendment 12/1/93
CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado
Citibank N.A., New York Agreement 7/16/81 de Valores de Chile
New York Agreement Amendment 8/31/90 (to be established in 1995)
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC
Standard Chartered Bank Agreement 2/18/92
PAGE 1 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None
FIDUCIARIA
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Cititrust Colombia Agreement
12/2/91
CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP
Ceskoslovenska Obchodni Banka Agreement Czech National Bank
2/28/94
DENMARK DEN DANSKE BANK VP
Den Danske Bank Agreement 1/1/89
Omnibus Amendment 12/1/93
FINLAND UNION BANK OF FINLAND CSR
Union Bank of Finland Agreement 2/27/89 HMMC
Omnibus Amendment 4/6/94
FRANCE BANQUE INDOSUEZ SICOVAM
Banque Indosuez Agreement 7/19/90 Banque de France
Omnibus Amendment 3/10/94
GERMANY BERLINER HANDELS UND FRANKFURTER BANK Kassenverein
Berliner Handels und Frankfurter Bank Agt.
6/28/90
GHANA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
GREECE CITIBANK N.A., ATHENS Apothetirion Titlon A.E.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
HONG KONG HONGKONG & SHANGHAI BANKING CORP. HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
HUNGARY CITIBANK BUDAPEST RT. KELER Ltd.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Budapest Agreement
1/24/92
PAGE 2 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
INDIA CITIBANK N.A., BOMBAY None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Bombay Amendment 11/17/93
INDONESIA CITIBANK N.A., JAKARTA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office
Allied Irish Banks Agreement 1/10/89
Omnibus Amendment 4/8/94
ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ITALY BANCA COMMERCIALE ITALIANA Monte Banca
Banca Commerciale Italiana Agreement 5/8/89 D'Italia Titoli
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
JAPAN THE BANK OF TOKYO, LTD. JASDEC
The Bank of Tokyo Agreement 6/2/94 Bank of Japan
JAPAN MITSUI TRUST & BANKING CO. LTD. JASDEC
Mitsui Trust & Banking Agreement 3/1/89 Bank of Japan
KENYA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
KOREA CITIBANK N.A., SEOUL KSD
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia
Omnibus Supplement 12/29/93
Malaysia Subsidiary Supplement 5/23/94
MEXICO CITIBANK MEXICO, S. A. Indeval
Citibank N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
PAGE 3 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None
BMCE Agreement 7/6/94
NETHERLANDS ABN-AMRO BANK NECIGEF
ABN-AMRO Agreement 12/19/88 De Nederlandsche Bank
NEW ZEALAND NATIONAL AUSTRALIA BANK LTD. Reserve Bank of New Zealand
National Australia Bank Agreement 5/1/85
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
New Zealand Addendum 3/7/89
NORWAY CHRISTIANIA BANK VPS
Christiania Bank Agreement 3/2/89
PAKISTAN STANDARD CHARTERED BANK, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PERU CITIBANK N.A., LIMA CAVAL
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PHILIPPINES CITIBANK N.A., MANILA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
POLAND CITIBANK (POLAND) S.A. NDS
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank Subsidiary Amendment 8/7/92
Citibank, N.A./Citibank Poland S.A. Agt. 11/6/92
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa
DE LISBOA, S.A.
BESCL Agreement 4/26/89
Omnibus Amendment 2/23/94
SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP
Ceskoslovenska Obchodni Banka Agreement National Bank of Slovakia
10/12/94
PAGE 4 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD
First National Bank of Southern Africa Agt. 8/7/91
FNBSA Depository Amendment Proposed
SPAIN BANCO SANTANDER SCLV
Banco Santander Agreement 12/14/88 Banco de Espana
SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SWAZILAND BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC
Skandinaviska Enskilda Banken Agreement 2/20/89
Omnibus Amendment 12/3/93
SWITZERLAND UNION BANK OF SWITZERLAND SEGA
Union Bank of Switzerland Agreement 12/20/88
Omnibus Amendment 11/29/94
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Amendment 12/29/93
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
TURKEY CITIBANK N.A., ISTANBUL TVS
Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey
New York Agreement Amendment 8/31/90
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Amendment 12/15/93
URUGUAY CITIBANK N.A., MONTEVIDEO None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PAGE 5 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
VENEZUELA CITIBANK N.A., CARACAS None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
ZAMBIA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
ZIMBABWE BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
/s/ Paul P. Stamler 5/16/95
- ---------------------------------- -------------------------------
(SIGNATURE) (DATE)
S.U.P.
- ----------------------------------
(TITLE)
PAGE 6 OF 6
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
AUSTRALIA NATIONAL AUSTRALIA BANK LTD Austraclear Ltd.
National Australia Bank Agt. 5/1/85 Reserve Bank of Australia
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
AUSTRIA CREDITANSTALT BANKVEREIN OEKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BANGLADESH STANDARD CHARTERED BANK, DHAKA None
Standard Chartered Bank Agreement 2/18/92
BELGIUM BANQUE BRUXELLES LANBERT CIK
Banque Bruxelles Lambert Agt. 11/15/90 Banque Nationale de Belgique
Omnibus Amendment 3/1/94
BOTSWANA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA
PAULO CLC
First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS
Canadian Imperial Bank of Commerce Agreement
9/9/88
Omnibus Amendment 12/1/93
CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado
Citibank N.A., New York Agreement 7/16/81 de Valores de Chile
New York Agreement Amendment 8/31/90 (to be established in 1995)
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC
Standard Chartered Bank Agreement 2/18/92
PAGE 1 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None
FIDUCIARIA
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Cititrust Colombia Agreement
12/2/91
CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP
Ceskoslovenska Obchodni Banka Agreement Czech National Bank
2/28/94
DENMARK DEN DANSKE BANK VP
Den Danske Bank Agreement 1/1/89
Omnibus Amendment 12/1/93
FINLAND UNION BANK OF FINLAND CSR
Union Bank of Finland Agreement 2/27/89 HMMC
Omnibus Amendment 4/6/94
FRANCE BANQUE INDOSUEZ SICOVAM
Banque Indosuez Agreement 7/19/90 Banque de France
Omnibus Amendment 3/10/94
GERMANY BERLINER HANDELS UND FRANKFURTER BANK Kassenverein
Berliner Handels und Frankfurter Bank Agt.
6/28/90
GHANA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
GREECE CITIBANK N.A., ATHENS Apothetirion Titlon A.E.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
HONG KONG HONGKONG & SHANGHAI BANKING CORP.. HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
HUNGARY CITIBANK BUDAPEST RT. KELER Ltd.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Budapest Agreement
1/24/92
PAGE 2 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
INDIA CITIBANK N.A., BOMBAY None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Bombay Amendment 11/17/93
INDONESIA CITIBANK N.A., JAKARTA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office
Allied Irish Banks Agreement 1/10/89
Omnibus Amendment 4/8/94
ISRAEL BANK HAPOALIM B.M. TASE Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ITALY BANCA COMMERCIALE ITALIANA Monte Titoli
Banca Commerciale Italiana Agreement 5/8/89 Banca D'Italia
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
JAPAN THE BANK OF TOKYO, LTD. JASDEC
The Bank of Tokyo Agreement 6/2/94 Bank of Japan
JAPAN MITSUI TRUST & BANKING CO. LTD. JASDEC
Mitsui Trust & Banking Agreement 3/1/89 Bank of Japan
KENYA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
KOREA CITIBANK N.A., SEOUL KSD
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia
Omnibus Supplement 12/29/93
Malaysia Subsidiary Supplement 5/23/94
MEXICO CITIBANK MEXICO, S.A. Indeval
Citibank N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
PAGE 3 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None
BMCE Agreement 7/6/94
NETHERLANDS ABN-AMRO BANK NECIGEF
ABN-AMRO Agreement 12/19/88 De Nederlandsche Bank
NEW ZEALAND NATIONAL AUSTRALIA BANK LTD. Reserve Bank of New Zealand
National Australia Bank Agreement 5/1/85
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
New Zealand Addendum 3/7/89
NORWAY CHRISTIANIA BANK VPS
Christiania Bank Agreement 3/2/89
PAKISTAN STANDARD CHARTERED BANK, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PERU CITIBANK N.A., LIMA CAVAL
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PHILIPPINES CITIBANK N.A., MANILA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
POLAND CITIBANK (POLAND) S.A. NDS
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank Subsidiary Amendment 8/7/92
Citibank, N.A./Citibank Poland S.A. Agt. 11/6/92
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa
DE LISBOA, S.A.
BESCL Agreement 4/26/89
Omnibus Amendment 2/23/94
SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP
Ceskoslovenska Obchodni Banka Agreement National Bank of Slovakia
10/12/94
PAGE 4 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD
First National Bank of Southern Africa Agt.
8/7/91
FNBSA Depository Amendment Proposed
SPAIN BANCO SANTANDER SCLV
Banco Santander Agreement 12/14/88 Banco de Espana
SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SWAZILAND BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC
Skandinaviska Enskilda Banken Agreement 2/20/89
Omnibus Amendment 12/3/93
SWITZERLAND UNION BANK OF SWITZERLAND SEGA
Union Bank of Switzerland Agreement 12/20/88
Omnibus Amendment 11/29/94
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Amendment 12/29/93
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
TURKEY CITIBANK N.A., ISTANBUL TVS
Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey
New York Agreement Amendment 8/31/90
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CM0
Omnibus Amendment 12/15/93
URUGUAY CITIBANK N.A., MONTEVIDEO None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PAGE 5 OF 6
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
VENEZUELA CITIBANK N.A., CARACAS None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
ZAMBIA BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
ZIMBABWE BARCLAYS BANK PLC None
Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON _____________________________ THE BOARD
APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES
LISTED ON THIS APPENDIX.
- ------------------------------- ---------------------------
(SIGNATURE) (DATE)
- -------------------------------
(TITLE)
PAGE 6 OF 6
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE INDONESIA FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC
Standard Chartered Bank Agreement 2/18/92
HONG KONG HONGKONG & SHANGHAI BANKING CORP. HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
INDIA CITIBANK N.A., BOMBAY None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Bombay Amendment 11/17/93
INDONESIA CITIBANK N.A., JAKARTA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
KOREA CITIBANK N.A., SEOUL KSD
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia
Omnibus Supplement 12/29/93
Malaysia Subsidiary Supplement 5/23/94
PAKISTAN STANDARD CHARTERED BANY, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PHILIPPINES CITIBANK N.A., MANILA None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
SINGAPORE HONGKONG & SHANGHAI BANKING CORP. CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SRI LANKA HONGKONG & SHANGHAI BANKING CORP. CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
PAGE 1 OF 2
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
THAILAND HONGKONG & SHANGHAI BANKING CORP. SDC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Amendment 12/29/93
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
TURKEY CITIBANK N.A., ISTANBUL TVS
Citibank N.A., New York Agreement 7/16/81 Central Bank of Turkey
New York Agreement Amendment 8/31/90
I HEREBY CERTIFY THAT AT ITS MEETING ON _____________________________ THE BOARD
APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES
LISTED ON THIS APPENDIX.
- --------------------------------- ---------------------------
(SIGNATURE) (DATE)
- ---------------------------------
(TITLE)
PAGE 1 OF 2
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE LATIN AMERICA EQUITY FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA
PAULO CLC
First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado
Citibank N.A., New York Agreement 7/16/81 de Valores de Chile
New York Agreement Amendment 8/31/90 (to be established in 1995)
COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None
FIDUCIARIA
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Cititrust Colombia Agreement
12/2/91
MEXICO CITIBANK MEXICO, S.A. Indeval
Citibank N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
PERU CITIBANK N.A., LIMA CAVAL
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Agreement 12/15/93
URUGUAY CITIBANK N.A., MONTEVIDEO None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
VENEZUELA CITIBANK N.A., CARACAS None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PAGE 1 OF 2
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
- --------------------------------- ---------------------------
(SIGNATURE) (DATE)
- ---------------------------------
(TITLE)
PAGE 2 OF 2
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
THE LATIN AMERICA INVESTMENT FUND, INC.
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ------------ ----------
ARGENTINA CITIBANK N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO BOVESPA
PAULO CLC
First National Bank of Boston Agreement 1/5/88
Omnibus Amendment 2/22/94
CHILE CITIBANK N.A., SANTIAGO Bolso Deposito Centralidado
Citibank N.A., New York Agreement 7/16/81 de Valores de Chile
New York Agreement Amendment 8/31/90 (to be established in 1995)
COLOMBIA CITITRUST COLOMBIA S.A. SOCIEDAD None
FIDUCIARIA
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Cititrust Colombia Agreement 12/2/91
MEXICO CITIBANK MEXICO, S.A. Indeval
Citibank N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
PERU CITIBANK N.A., LIMA CAVAL
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Amendment 12/15/93
URUGUAY CITIBANK N.A., MONTEVIDEO None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
VENEZUELA CITIBANK N.A., CARACAS None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PAGE 1 OF 2
I HEREBY CERTIFY THAT AT ITS MEETING ON ___________________________ THE
BOARD APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL
DEPOSITORIES LISTED ON THIS APPENDIX.
- ------------------------------- ------------------------------
(SIGNATURE) (DATE)
- -------------------------------
(TITLE)
PAGE 2 OF 2
APPENDIX B
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX C HERETO
THE FOLLOWING AUTHORIZED SOURCES ARE TO BE USED FOR PRICING AND FOREIGN EXCHANGE
QUOTATIONS, CORPORATE ACTIONS, DIVIDENDS AND RIGHTS OFFERINGS:
AUTHORIZED SOURCES
------------------
QUOTRON
REUTERS
INTERACTIVE DATA CORPORATION
VALORINFORM (GENEVA)
TELEKURS
SUBSCRIPTION BANKS
FUND MANAGERS
EXTEL (LONDON)
REPUTABLE FOREIGN BROKERS
APPROVED:
---------------------------------
DATE
APPENDIX "C"
TO
CUSTODIAN AGREEMENT
BETWEEN
EACH OF THE FUNDS LISTED BELOW
and BROWN BROTHERS HARRIMAN & CO.
Dated as of June 14, 1995
The following is a list of Funds for which the Custodian shall serve under a
Custodian Agreement dated as of June 14, 1995 (the "Agreement"):
The Brazilian Equity Fund, Inc.
The Chile Fund, Inc.
The Emerging Markets Infrastructure Fund, Inc.
The Emerging Markets Telecommunications Fund, Inc.
The First Israel Fund, Inc.
The Indonesia Fund, Inc,
The Latin America Equity Fund, Inc.
The Latin America Investment Fund, Inc.
The Portugal Fund, Inc.
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be
executed in its name and on behalf of each such Fund.
BEA ASSOCIATES BROWN BROTHERS HARRIMAN & CO.
By: By:
--------------------------- ---------------------------
Name: Name:
Title: Title: