Exhibit (g5)
CUSTODIAN AGREEMENT
AGREEMENT made as of this 15th day of August, 2003 (the "Agreement"),
between each of the entities listed on Appendix A hereto, as such Appendix A may
be amended in writing by the parties from time to time (each a "Fund" and
collectively, the "Funds"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts
trust company (the "Bank").
Each of the Funds desires to place and maintain all of its portfolio
securities and cash in the custody of the Bank. The Bank has at least the
minimum qualifications required by Section 17(f)(1) of the Investment Company
Act of 1940 (the "1940 Act") and has indicated its willingness to act as
custodian of the portfolio securities and cash of the Funds, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. Bank Appointed Custodian. Each Fund hereby appoints the Bank as
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth. For the services rendered pursuant to this
Agreement, the Funds agree to pay to the Bank fees as may be agreed to from time
to time in writing between the parties.
2. Definitions. Whenever used herein, the terms listed below will have the
following meaning:
2.1 Account. The term "Account" shall mean an account of the Bank (or its
agent) in a Book-Entry System (as hereinafter defined);
2.2 Authorized Person. The term "Authorized Person" shall mean any of the
persons duly authorized to give Proper Instructions (as hereinafter defined) or
otherwise act on behalf of a Fund by appropriate resolution of its Board (as
hereinafter defined) or Manager (as hereinafter defined), as the case may be,
and set forth in a certificate as required by Section 4 hereof;
2.3 Bank Indemnified Parties. The term "Bank Indemnified Parties" shall
mean, collectively, the Bank or any of its officers, directors, employees, or
agents;
2.4 Board. The term "Board" shall mean the Board of Directors or the
Board of Trustees of a Fund, as the case may be;
2.5 Book Entry Paper. The term "Book-Entry Paper" shall mean commercial
paper in book-entry form;
2.6 Book-Entry System. The term "Book-Entry System" shall mean the
Federal Reserve-Treasury Department Book Entry System for United States
government, instrumentality, and agency securities operated by the Federal
Reserve Bank, its successor or successors and its nominee or nominees;
2.7 Claim. The term "Claim" shall mean any loss, damage, liability,
actions, suits, claims, costs, and expenses, including reasonable legal fees to
which a party hereto may become subject;
2.8 Corporate Action. The term "Corporate Action" shall mean a corporate
action taken by an issuer of any Portfolio Security (as hereinafter defined) has
taken or intends to take that affects the rights, privileges, powers,
preferences, qualifications, or ownership of a Portfolio Security;
2.9 Delegation Agreement. The term "Delegation Agreement" shall mean the
Delegation Agreement between a Fund and the Bank;
2.10 Deposit Bank. The term "Deposit Bank" shall mean the banking
institution at which interest-bearing fixed-term and call deposits are made on
behalf of the Fund;
2.11 Depository. The term "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 (the
"Exchange Act"), its successor or successors and its nominee or nominees. The
term "Depository" further shall mean and include any other person authorized to
act as a depository, its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of the Board or the
Manager of a Fund;
2.12 Eligible Foreign Custodian. The term "Eligible Foreign Custodian"
shall mean each foreign sub-custodian selected by the Foreign Custody Manager;
2.13 European Branch. The term "European Branch" shall mean a European
branch of a U.S. banking institution;
2.14 Foreign Custody Manager. The term "Foreign Custody Manager" shall
have the meaning given to it in Rule 17f-5 promulgated under the 1940 Act;
2.15 Foreign Exchange Agreements. The term "Foreign Exchange Agreements"
shall mean foreign exchange contracts or options to purchase and sell foreign
currencies for spot and future delivery;
2.16 Foreign Portfolio Security. The term "Foreign Portfolio Security"
shall mean any security owned by a Fund that is not denominated in U.S. Dollars
or whose primary trading market is located outside the United States;
2.17 Foreign Sub-Custodian Agreement. The term "Foreign Sub-Custodian
Agreement" shall mean the agreements pursuant to which a foreign banking
institution holds assets of a Fund;
2.18 Initial Term. The term "Initial Term" shall have the meaning set
forth in Section 16.1 hereof;
2.19 Issuers. The term "Issuers" shall mean issuers with whom the Bank
has entered into a book-entry agreement;
2.20 Manager. The term "Manager" shall mean TIFF Advisory Services, Inc.
or any otherwise specified manager of a Fund;
2.21 NASD. The term NASD shall mean the National Association of
Securities Dealers, Inc.;
2.22 Officers' Certificate. The term "Officers' Certificate" shall mean,
unless otherwise indicated, any request, direction, instruction, or
certification in writing signed by any two (2) Authorized Persons of a Fund;
2.23 Portfolio Security. The term "Portfolio Security" shall mean any
security owned by a Fund;
2.24 Proper Instructions. The term "Proper Instructions" shall mean (i)
written or electronic instructions regarding the purchase or sale of Portfolio
Securities, and payments and deliveries in connection therewith, given by an
Authorized Person, such instructions to be given in such form and manner as the
Bank and the Funds shall agree upon from time to time, and (ii) instructions
(which may be continuing instructions) regarding other matters signed or
initialed by an Authorized Person. Oral instructions will not be accepted. The
Bank shall act upon and comply with any subsequent Proper Instructions that
modify any prior instructions, and the obligation of the Bank with respect to
any follow-up or confirmatory instructions shall be to make reasonable efforts
to detect any discrepancy between the original instructions and such
confirmation and to report such discrepancy to the Fund affected by such
discrepancy. Each Fund shall be responsible, at such Fund's expense, for taking
any action, including any reprocessing, necessary to correct any such
discrepancy or error, and to the extent such action requires the Bank to act,
such Fund shall give the Bank specific Proper Instructions as to the action
required. Upon receipt by the Bank of an Officers' Certificate as to the
authorization by the Board or the Manager accompanied by a detailed description
of procedures approved by the Fund, Proper Instructions may include
communication effected directly between electro-mechanical or electronic
devices; each Fund hereby agrees that such procedures afford adequate safeguards
for such Fund's assets;
2.25 Releases. The term releases shall mean Release No. 33-6753 and
Release No. IC-16245 (February 2, 1988) promulgated by the Securities and
Exchange Commission;
2.26 Renewal Term. The term "Renewal Term" shall have the meaning set
forth in Section 16.1 hereof;
2.27 Response. The term "Response" shall mean an affirmative response or
action required on the part of the holder of a Portfolio Security in response to
a Corporate Action;
2.28 Response Deadline. The term "Response Deadline" shall mean the
Bank's deadline for receipt from the Fund of Proper Instructions regarding a
Response;
2.29 Rights. The term "Rights" shall mean any voting rights, subscription
rights, redemption rights, exchange rights, conversion rights, or tender rights,
or any other action in connection with any other right, interest, or privilege
with respect to Foreign Portfolio Securities;
2.30 Security. The term "security", when used herein, shall have the same
meaning assigned to such term in the Securities Act of 1933, as amended,
including, without limitation, any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any profit
sharing agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities (including
any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities exchange relating to
a foreign currency, or, in general, any interest or instrument commonly known as
a "security", or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to, or option contract to purchase or sell any of the foregoing, and
futures, forward contracts and options thereon;
2.31 Selected Foreign Sub-Custodian. The term "Selected Foreign
Sub-Custodian" shall mean the foreign banking institutions and foreign
securities depositories then part of the Bank's subcustodian network;
2.32 Subsequent Staff Positions. The term "Subsequent Staff Positions"
shall mean any subsequent amendments to, published interpretations of, or
general conventions accepted by the staff of the Securities and Exchange
Commission with respect to the Releases or the subject matter thereof;
2.33 Terms and Conditions. The term "Terms and Conditions" shall mean the
Terms and Conditions Governing the Euro-clear System; and
2.34 Yield Calculation. The term "Yield Calculation" shall mean the
performance results of each applicable Fund in accordance with the provisions of
the Releases.
3. Separate Accounts. If a Fund has more than one series or portfolio, the
Bank will segregate the assets of each series or portfolio to which this
Agreement relates into a separate account for each such series or portfolio
containing the assets of such series or portfolio (and all investment earnings
thereon). Unless the context otherwise requires, any reference in this Agreement
to any actions to be taken by a Fund shall be deemed to refer to such Fund
acting on behalf of one or more of its series; any reference in this Agreement
to any assets of a Fund (including, without limitation, any portfolio securities
and cash and earnings thereon) shall be deemed to refer only to assets of the
applicable series; any duty or obligation of the Bank hereunder to a Fund shall
be deemed to refer to duties and obligations with respect to such individual
series; and any obligation or liability of a Fund hereunder shall be binding
only with respect to such individual series and shall be discharged only out of
the assets of such series.
4. Certification as to Authorized Persons. The Secretary or Assistant
Secretary or the Manager of each of the Funds will at all times maintain on file
with the Bank a certification to the Bank, in such form as may be acceptable to
the Bank, of (i) the names and signatures of the Authorized Persons; (ii) the
names of the members of any Board, it being understood that upon the occurrence
of any change in the information set forth in the most recent certification on
file (including, without limitation, any person named in the most recent
certification who is no longer an Authorized Person as designated therein), the
Secretary or Assistant Secretary or the Manager of the Fund will sign a new or
amended certification setting forth the change and the new, additional, or
omitted names or signatures; and (iii) the expiration date of that certificate,
which date in no event shall be later than one year after the delivery of such
certificate by a Fund's Secretary or Assistant Secretary or the Manager to the
Bank. The Bank will be entitled to rely and act upon any Officers' Certificate
given to it by any Fund that has been signed by Authorized Persons named in the
most recent certification received by the Bank.
5. Custody of Cash. As custodian for a Fund, the Bank will open and
maintain a separate account or accounts in the name of the Fund or in the name
of the Bank, as Custodian of the Fund, and will deposit to the account of the
Fund all of the cash of the Fund, except for cash held by a subcustodian
appointed pursuant to Sections 14.2 or 14.3 hereof, including borrowed funds,
delivered to the Bank, subject only to draft or order by the Bank acting
pursuant to the terms of this Agreement. If any Fund chooses to permit the Bank
to deposit any of its funds in a cash management account, the Bank may segregate
certain portions of the cash of a Fund into a separate savings deposit account
upon which the Bank reserves the right to require seven (7) days notice prior to
withdrawal of cash from such an account. Upon receipt by the Bank of Proper
Instructions (which may be continuing instructions) or in the case of payments
for redemptions and repurchases of outstanding shares of common stock of a Fund,
notification from the Fund's transfer agent as provided in Section 7, requesting
such payment, designating the payee or the account or accounts to which the Bank
will release funds for deposit, and stating that it is for a purpose permitted
under the terms of this Section 5, specifying the applicable subsection, the
Bank will make payments of cash held for the accounts of the Fund, insofar as
funds are available for that purpose, only as permitted in subsections 5.1-5.9
below:
5.1 Purchase of Securities. Upon the purchase of securities for a Fund,
against contemporaneous receipt of such securities by the Bank or against
delivery of such securities to the Bank in accordance with generally accepted
settlement practices and customs in the jurisdiction or market in which the
transaction occurs registered in the name of the Fund or in the name of, or
properly endorsed and in form for transfer to, the Bank, or a nominee of the
Bank, or receipt for the account of the Bank pursuant to the provisions of
Section 6 below, each such payment to be made at the purchase price shown on a
broker's confirmation (or transaction report in the case of Book Entry Paper (as
that term is defined in Section 6.6 hereof)) of purchase of the securities
received by the Bank before such payment is made, as confirmed in the Proper
Instructions received by the Bank before such payment is made;
5.2 Redemptions. In such amount as may be necessary for the repurchase or
redemption of common shares of a Fund offered for repurchase or redemption in
accordance with Section 7 of this Agreement;
5.3 Distributions and Expenses. For the payment on the account of a Fund
of dividends or other distributions to shareholders as may from time to time be
declared by the Board or the Manager or any Authorized Person delivering Proper
Instructions, interest, taxes, management or supervisory fees, distribution
fees, fees of the Bank for its services hereunder and reimbursement of the
expenses and liabilities of the Bank as provided hereunder, fees of any transfer
agent, fees for legal, accounting, and auditing services, or other operating
expenses of a Fund;
5.4 Payment in Respect of Securities. For payments in connection with the
conversion, exchange, or surrender of Portfolio Securities or securities
subscribed to by a Fund held by or to be delivered to the Bank;
5.5 Repayment of Loans. For repayment of loans of money made to a Fund,
but, in the case of final payment, only upon redelivery to the Bank of any
Portfolio Securities pledged or hypothecated therefor and upon surrender of
documents evidencing the loan;
5.6 Repayment of Cash. For repayment of the cash delivered to a Fund for
the purpose of collateralizing the obligation to return to the Fund certificates
borrowed from the Fund representing Portfolio Securities, but only upon
redelivery to the Bank of such borrowed certificates;
5.7 Foreign Exchange Transactions.
(a) For payments in connection with Foreign Exchange Agreements that
may be entered into by the Bank on behalf of a Fund upon the receipt of Proper
Instructions, such Proper Instructions to specify the currency broker or banking
institution (which may be the Bank, or any other subcustodian or agent
hereunder, acting as principal) with which the contract or option is made, and
the Bank shall have no duty with respect to the selection of such currency
brokers or banking institutions with which the Fund deals or for its failure to
comply with the terms of any contract or option;
(b) In order to secure any payments in connection with Foreign
Exchange Agreements which may be entered into by the Bank pursuant to Proper
Instructions, provided each Fund agrees that the Bank shall have a continuing
lien and security interest, to the extent of any payment due under any Foreign
Exchange Agreement, in and to any property at any time held by the Bank for such
Fund's benefit or in which such Fund has an interest and which is then in the
Bank's possession or control (or in the possession or control of any third party
acting on the Bank's behalf), and provided, further, that each Fund authorizes
the Bank, in the Bank's sole discretion, at any time to charge any such payment
due under any Foreign Exchange Agreement against any balance of account standing
to the credit of the Fund on the Bank's books;
5.8 Other Authorized Payments. For other authorized transactions of a
Fund, or other obligations of such Fund incurred for proper Fund purposes,
provided that before making any such payment the Bank also will receive a
certified copy of a resolution of the Board or the Manager signed by an
Authorized Person naming the person or persons to whom such payment is to be
made, and either describing the transaction for which payment is to be made and
declaring it to be an authorized transaction of the Fund, or specifying the
amount of the obligation for which payment is to be made, setting forth the
purpose for which such obligation was incurred and declaring such purpose to be
a proper corporate purpose; and
5.9 Termination. Upon the termination of this Agreement as hereinafter
set forth pursuant to Section 8 and Section 16 of this Agreement.
6. Securities.
6.1 Segregation and Registration. Except as otherwise provided herein,
and except for securities to be delivered to any subcustodian appointed pursuant
to Sections 14.2 or 14.3 hereof, the Bank as custodian will receive and hold
pursuant to the provisions hereof, in a separate account or accounts and
physically segregated at all times from those of other persons, any and all
Portfolio Securities which may now or hereafter be delivered to it by or for the
account of a Fund. All such Portfolio Securities will be held or disposed of by
the Bank for, and subject at all times to, the instructions of the Fund pursuant
to the terms of this Agreement. Subject to the specific provisions herein
relating to Portfolio Securities that are not physically held by the Bank, the
Bank will register all Portfolio Securities (unless otherwise directed by Proper
Instructions or an Officers' Certificate) in the name of a registered nominee of
the Bank as defined in the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, and will execute and deliver all such
certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state.
Each Fund will furnish from time to time to the Bank appropriate
instruments to enable it to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Portfolio Securities which
may be registered from time to time in the name of the Fund.
6.2 Voting and Proxies. Neither the Bank nor any nominee of the Bank will
vote any of the Portfolio Securities held hereunder, except in accordance with
Proper Instructions or an Officers' Certificate. The Bank will promptly execute
and deliver, or cause to be promptly executed and delivered, to each Fund or
it's agent, all notices, proxies, and proxy soliciting materials delivered to
the Bank with respect to such securities, such proxies to be executed by the
registered holder of such securities (if registered otherwise than in the name
of the Fund), but without indicating the manner in which such proxies are to be
voted.
6.3 Corporate Action. If at any time the Bank is notified that an issuer
of any Portfolio Security has taken or intends to take a Corporate Action
(including, without limitation, liquidation, consolidation, merger,
recapitalization, reorganization, reclassification, subdivision, combination,
stock split, or stock dividend), which Corporate Action requires a Response, the
Bank shall notify the relevant Fund promptly of the Corporate Action, the
Response required in connection with the Corporate Action, and the Response
Deadline. The Bank shall forward to the Fund via telecopier and/or overnight
courier all notices, information statements, or other materials relating to the
Corporate Action promptly after receipt of such materials by the Bank.
(a) The Bank shall act upon a required Response only after receipt
by the Bank of Proper Instructions from a Fund no later than 5:00 p.m. on the
date specified as the Response Deadline and only if the Bank (or its agent or
subcustodian hereunder) has possession of all necessary securities, consents,
and other materials no later than 5:00 p.m. on the date specified as the
Response Deadline.
(b) The Bank shall have no duty to act upon a required Response if
Proper Instructions relating to such Response and all necessary securities,
consents, and other materials are not received by and in the possession of the
Bank no later than 5:00 p.m. on the date specified as the Response Deadline.
Notwithstanding, the Bank may, in its sole discretion, use its best efforts to
act upon a Response for which Proper Instructions and/or necessary securities,
consents, or other materials are received by the Bank after 5:00 p.m. on the
date specified as the Response Deadline, it being acknowledged and agreed by the
parties that any undertaking by the Bank to use its best efforts in such
circumstances shall in no way create any duty upon the Bank to complete such
Response prior to its expiration.
(c) In the event that a Fund notifies the Bank of a Corporate Action
requiring a Response and the Bank has received no other notice of such Corporate
Action, the Response Deadline shall be 48 hours prior to the Response expiration
time set by the depository processing such Corporate Action.
(d) Section 14.3(e) of this Agreement shall govern any Corporate
Action involving Foreign Portfolio Securities held by a Selected Foreign
Sub-Custodian (as that term is defined in Section 14.4(a) hereof).
6.4 Book-Entry System. Provided (i) the Bank has received a certified
copy of a resolution of the Board or the Manager specifically approving deposits
of Fund assets in the Book-Entry System, and (ii) for any subsequent changes to
such arrangements following such approval, the Board or the Manager has reviewed
and approved the arrangement and has not delivered an Officer's Certificate to
the Bank indicating that the Board or the Manager has withdrawn its approval:
(a) The Bank may keep Portfolio Securities in the Book-Entry System,
provided that such Portfolio Securities are represented in an Account which
shall not include any assets of the Bank (or such agent) other than assets held
as a fiduciary, custodian, or otherwise for customers;
(b) The records of the Bank (and any such agent) with respect to a
Fund's participation in the Book-Entry System through the Bank (or any such
agent) will identify by book entry the Portfolio Securities which are included
with other securities deposited in the Account and shall be open at all times
during the regular business hours of the Bank (or such agent) for inspection by
duly authorized officers, employees, or agents of the Fund. Where securities are
transferred to a Fund's Account, the Bank also shall identify as belonging to
the Fund, by book entry or otherwise, a quantity of securities in a fungible
bulk of securities (i) registered in the name of the Bank or its nominee, or
(ii) shown on the Bank's account on the books of the Federal Reserve Bank;
(c) The Bank (or its agent) shall pay for securities purchased for
the account of a Fund or shall pay cash collateral against the return of
Portfolio Securities loaned by the Fund upon (i) receipt of advice from the
Book-Entry System that such Portfolio Securities have been transferred to the
Account, and (ii) the making of an entry on the records of the Bank (or its
agent) to reflect such payment and transfer for the account of the Fund. The
Bank (or its agent) shall transfer securities sold or loaned for the account of
the Fund upon
(i) receipt of advice from the Book-Entry System that payment
for securities sold or payment of the initial cash collateral against the
delivery of securities loaned by a Fund has been transferred to the Account; and
(ii) the making of an entry on the records of the Bank (or its
agent) to reflect such transfer and payment for the account of a Fund. Copies of
all advices from the Book-Entry System of transfers of securities for the
account of a Fund shall identify the Fund, be maintained for the Fund by the
Bank, and shall be provided to the Fund at its request. The Bank shall send the
Fund a confirmation of any transfers to or from the account of the Fund; and
(d) The Bank promptly will provide each Fund with any report
obtained by the Bank (or its agent) on the Book-Entry System's accounting
system, internal accounting control, and procedures for safeguarding securities
deposited in the Book-Entry System.
6.5 Use of a Depository. Provided (i) the Bank has received a certified
copy of a resolution of the Board or the Manager specifically approving deposits
in DTC or other such Depository and (ii) for any subsequent changes to such
arrangements following such approval, the Board or the Manager has reviewed and
approved the arrangement and has not delivered an Officer's Certificate to the
Bank indicating that the Board or the Manager has withdrawn its approval:
(a) The Bank may use a Depository to hold, receive, exchange,
release, lend, deliver, and otherwise deal with Portfolio Securities (including
stock dividends, rights, and other items of like nature), and to receive and
remit to the Bank on behalf of a Fund all income and other payments thereon and
to take all steps necessary and proper in connection with the collection
thereof;
(b) Registration of Portfolio Securities may be made in the name of
any nominee or nominees used by such Depository;
(c) Payment for securities purchased and sold may be made through
the clearing medium employed by such Depository for transactions of participants
acting through it. Upon any purchase of Portfolio Securities, payment will be
made only upon delivery of the securities to or for the account of a Fund and
the Fund shall pay cash collateral against the return of Portfolio Securities
loaned by the Fund only upon delivery of the Portfolio Securities to or for the
account of the Fund; and upon any sale of Portfolio Securities, delivery of the
Portfolio Securities will be made only against payment therefor or, in the event
Portfolio Securities are loaned, delivery of Portfolio Securities will be made
only against receipt of the initial cash collateral to or for the account of the
Fund; and
(d) The Bank shall use its best efforts to provide that:
(i) the Depository obtains replacement of any certificated
Portfolio Security deposited with it in the event such Portfolio Security is
lost, destroyed, wrongfully taken, or otherwise not available to be returned to
the Bank upon its request;
(ii) proxy materials received by a Depository with respect to
Portfolio Securities deposited with such Depository are forwarded immediately to
the Bank for prompt transmittal to the Fund;
(iii) such Depository promptly forwards to the Bank
confirmation of any purchase or sale of Portfolio Securities and of the
appropriate book entry made by such Depository to the Fund's account;
(iv) such Depository prepares and delivers to the Bank such
records with respect to the performance of the Bank's obligations and duties
hereunder as may be necessary for the Fund to comply with applicable
recordkeeping requirements; and
(v) such Depository delivers to the Bank all internal
accounting control reports, whether or not audited by an independent public
accountant, as well as such other reports as the Fund may reasonably request in
order to verify the Portfolio Securities held by such Depository.
6.6 Use of Book-Entry System for Commercial Paper. Provided (i) the Bank
has received a certified copy of a resolution of the Board or the Manager
specifically approving participation in a system maintained by the Bank for the
holding of Book-Entry Paper, and (ii) for each year following such approval the
Board or the Manager has received and approved the arrangements, upon receipt of
Proper Instructions and upon receipt of confirmation from an Issuer that the
Fund has purchased such Issuer's Book-Entry Paper, the Bank shall issue and hold
in book-entry form, on behalf of the Fund, commercial paper issued by Issuers.
In maintaining procedures for Book-Entry Paper, the Bank agrees that:
(a) The Bank will maintain all Book-Entry Paper held by a Fund in an
account of the Bank that includes only assets held by it for customers;
(b) The records of the Bank with respect to a Fund's purchase of
Book-Entry Paper through the Bank will identify, by book-entry, commercial paper
belonging to the Fund which is included in the Book-Entry System and shall be
open at all times during the regular business hours of the Bank for inspection
by duly authorized officers, employees, or agents of the Fund;
(c) The Bank shall pay for Book-Entry Paper purchased for the
account of the Fund upon contemporaneous (i) receipt of advice from the Issuer
that such sale of Book-Entry Paper has been effected, and (ii) making of an
entry on the records of the Bank to reflect such payment and transfer for the
account of the Fund;
(d) The Bank shall cancel such Book-Entry Paper obligation upon the
maturity thereof upon contemporaneous (i) receipt of advice that payment for
such Book-Entry Paper has been transferred to the Fund, and (ii) making of an
entry on the records of the Bank to reflect such payment for the account of the
Fund; and
(e) The Bank will send to the Fund such reports on its system of
internal accounting control with respect to the Book-Entry Paper as the Fund may
reasonably request from time to time.
6.7 Use of Immobilization Programs. Provided (i) the Bank has received a
certified copy of a resolution of the Board or the Manager specifically
approving the maintenance of Portfolio Securities in an immobilization program
operated by a bank, and (ii) for each year following such approval the Board or
the Manager has reviewed and approved the arrangement and has not delivered an
Officer's Certificate to the Bank indicating that the Board or the Manager has
withdrawn its approval, the Bank shall enter into such immobilization program
with such bank acting as a subcustodian hereunder.
6.8 Eurodollar CDs. Any Portfolio Securities which are Eurodollar CDs may
be physically held by the European Branch that is the issuer of such Eurodollar
CD, provided that such Portfolio Securities are identified on the books of the
Bank as belonging to a particular Fund and that the books of the Bank identify
the European Branch holding such Portfolio Securities.
6.9 Options and Futures Transactions.
(a) Puts and Calls Traded on Securities Exchanges, NASDAQ or
Over-the-Counter.
(i) The Bank shall take action as to put options ("puts") and
call options ("calls") purchased or sold (written) by the Fund regarding escrow
or other arrangements (i) in accordance with the provisions of any agreement
entered into upon receipt of Proper Instructions among the Bank, any
broker-dealer registered with NASD, and, if necessary, the Fund, relating to the
compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations.
(ii) Unless another agreement requires it to do so, the Bank
shall be under no duty or obligation to see that the Fund has deposited or is
maintaining adequate margin, if required, with any broker in connection with any
option, nor shall the Bank be under duty or obligation to present such option to
the broker for exercise unless it receives Proper Instructions from the Fund.
The Bank shall have no responsibility for the legality of any put or call
purchased or sold on behalf of the Fund, the propriety of any such purchase or
sale, or the adequacy of any collateral delivered to a broker in connection with
an option or deposited to or withdrawn from a Segregated Account (as that term
is defined in subsection 6.10 below). The Bank specifically, but not by way of
limitation, shall not be under any duty or obligation to: (i) periodically check
or notify the Fund that the amount of such collateral held by a broker or held
in a Segregated Account is sufficient to protect such broker or the Fund against
any loss; (ii) effect the return of any collateral delivered to a broker; or
(iii) advise the Fund that any option it holds has or is about to expire. Such
duties or obligations shall be the sole responsibility of the Fund.
(b) Puts, Calls, and Futures Traded on Commodities Exchanges
(i) The Bank shall take action as to puts, calls, and futures
contracts purchased or sold by the Fund in accordance with the provisions of any
agreement entered into upon the receipt of Proper Instructions among the Fund,
the Bank, and a Futures Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with transactions by the
Fund.
(ii) The responsibilities of the Bank as to futures, puts and
calls traded on commodities exchanges, any Futures Commission Merchant account
and the Segregated Account shall be limited as set forth in subparagraph (a)(ii)
of this Section 6.9 as if such subparagraph referred to Futures Commission
Merchants rather than brokers, and futures contracts and puts and calls thereon
instead of options.
6.10 Segregated Account. Upon receipt of Proper Instructions, the Bank
shall establish and maintain a Segregated Account or Accounts for and on behalf
of the Fund.
(a) Cash and/or Portfolio Securities may be transferred into a
Segregated Account upon receipt of Proper Instructions in the following
circumstances:
(i) in accordance with the provisions of any agreement among
the Fund, the Bank, and a broker-dealer registered under the Exchange Act and a
member of the NASD, or any Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered Contract Market, or of
any similar organizations regarding escrow or other arrangements in connection
with transactions by the Fund;
(ii) for the purpose of segregating cash or securities in
connection with options purchased or written by the Fund or commodity futures
purchased or written by the Fund;
(iii) for the deposit of liquid assets (such as cash, U.S.
Government securities, or other high grade debt obligations) having a market
value (marked to market on a daily basis) at all times equal to not less than
the aggregate purchase price due on the settlement dates of all the Fund's then
outstanding forward commitment or "when-issued" agreements relating to the
purchase of Portfolio Securities and all the Fund's then outstanding commitments
under reverse repurchase agreements entered into with broker-dealer firms;
(iv) 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
(v) for other proper corporate purposes, but only, in the case
of this clause (v), upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board or the Manager, or of the executive
committee of the Board or the Manager signed by an Authorized Person of the
Fund, setting forth the purpose or purposes of such Segregated Account and
declaring such purposes to be proper corporate purposes.
(b) Cash and/or Portfolio Securities may be withdrawn from a
Segregated Account pursuant to Proper Instructions in the following
circumstances:
(i) with respect to assets deposited in accordance with the
provisions of any agreements referenced in (a)(i) or (a)(ii) above, in
accordance with the provisions of such agreements;
(ii) with respect to assets deposited pursuant to (a)(iii) or
(a)(iv) above, for sale or delivery to meet the Fund's obligations under
outstanding forward commitment or when-issued agreements for the purchase of
Portfolio Securities and under reverse repurchase agreements;
(iii) for exchange for other liquid assets of equal or greater
value deposited in the Segregated Account;
(iv) to the extent that the Fund's outstanding forward
commitment or when-issued agreements for the purchase of Portfolio Securities
or reverse repurchase agreements are sold to other parties or the Fund's
obligations thereunder are met from assets of the Fund other than those in the
Segregated Account;
(v) for delivery upon settlement of a forward commitment or
when-issued agreement for the sale of Portfolio Securities; or
(vi) with respect to assets deposited pursuant to (a)(v)
above, in accordance with the purposes of such account as set forth in Proper
Instructions.
6.11 Interest Bearing Call or Time Deposits. Upon receipt of Proper
Instructions relating to the purchase by the Fund of interest-bearing fixed-term
and call deposits, the Bank shall transfer cash, by wire or otherwise, in such
amounts and to such bank or banks as shall be indicated in such Proper
Instructions. The Bank (i) shall include in its records with respect to the
assets of the Fund appropriate notation as to the amount of each such deposit
and the Deposit Bank, and (ii) shall retain such forms of advice or receipt
evidencing the deposit, if any, as may be forwarded to the Bank by the Deposit
Bank. Such deposits shall be deemed Portfolio Securities of the Fund and the
responsibility of the Bank therefore shall be the same as and no greater than
the Bank's responsibility in respect of other Portfolio Securities of the Fund.
6.12 Transfer of Securities. The Bank will transfer, exchange, deliver,
or release Portfolio Securities held by it hereunder, insofar as such Portfolio
Securities are available for such purpose, provided that the Bank will allow any
transfer, exchange, delivery, or release under the terms of this Section 6.12
only upon receipt of Proper Instructions. The Proper Instructions shall state
that such transfer, exchange, or delivery is for a purpose permitted under the
terms of this Section 6.12 and shall specify the applicable subsection or
describe the purpose of the transaction with sufficient particularity to permit
the Bank to ascertain the applicable subsection. After receipt of such Proper
Instructions, the Bank will transfer, exchange, deliver, or release Portfolio
Securities only in the following circumstances:
(a) Upon sales of Portfolio Securities for the account of the Fund,
against contemporaneous receipt by the Bank of payment therefor in full, or
against payment to the Bank in accordance with generally accepted settlement
practices and customs in the jurisdiction or market in which the transaction
occurs, each such payment to be in the amount of the sale price shown in a
broker's confirmation of sale received by the Bank before such payment is made,
as confirmed in the Proper Instructions received by the Bank before such payment
is made;
(b) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan of merger, consolidation,
reorganization, share split-up, change in par value, recapitalization or
readjustment, or otherwise, upon exercise of subscription, purchase, or sale or
other similar rights represented by such Portfolio Securities, or for the
purpose of tendering shares in the event of a tender offer therefore; provided,
however, that in the event of an offer of exchange, tender offer, or other
exercise of rights requiring the physical tender or delivery of Portfolio
Securities, the Bank shall have no liability for failure to so tender in a
timely manner unless such Proper Instructions are received by the Bank at least
two (2) business days prior to the tender deadline, and unless the Bank (or its
agent or subcustodian hereunder) has possession of such Security at least two
(2) business days prior to the tender deadline;
(c) Upon conversion of Portfolio Securities pursuant to their terms
into other securities;
(d) For the purpose of redeeming in-kind shares of the Fund upon
authorization from the Fund;
(e) In the case of option contracts owned by the Fund, for
presentation to the endorsing broker;
(f) When such Portfolio Securities are called, redeemed, or retired
or otherwise become payable;
(g) For the purpose of effectuating the pledge of Portfolio
Securities held by the Bank in order to collateralize loans made to the Fund by
any bank, including the Bank; provided, however, that such Portfolio Securities
will be released only upon payment to the Bank for the account of the Fund of
the moneys borrowed; and provided further, however, that in cases where
additional collateral is required to secure a borrowing already made, and such
fact is made to appear in the Proper Instructions, Portfolio Securities may be
released for that purpose without any such payment. In the event that any
pledged Portfolio Securities are held by the Bank, they will be so held for the
account of the lender, and after notice to the Fund from the lender in
accordance with the normal procedures of the lender and any loan agreement
between the Fund and the lender that an event of deficiency or default on the
loan has occurred, the Bank may deliver such pledged Portfolio Securities to or
for the account of the lender;
(h) For the purpose of releasing certificates representing Portfolio
Securities, against contemporaneous receipt by the Bank of the fair market value
of such security, as set forth in the Proper Instructions received by the Bank
before such payment is made;
(i) For the purpose of delivering securities lent by the Fund to a
bank or broker dealer, but only against receipt, in accordance with street
delivery custom except as otherwise provided herein, of adequate collateral as
agreed upon from time to time by the Fund and the Bank, and upon receipt of
payment in connection with any repurchase agreement relating to such securities
entered into by the Fund;
(j) For other authorized transactions of the Fund or for other
proper corporate purposes, provided that before making such transfer, the Bank
will also receive a certified copy of resolutions of the Board or the Manager,
signed by an Authorized Person of the Fund, specifying the Portfolio Securities
to be delivered, setting forth the transaction in or purpose for which such
delivery is to be made, declaring such transaction to be an authorized
transaction of the Fund or such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities shall be made;
and
(k) Upon termination of this Agreement as hereinafter set forth
pursuant to Section 8 and Section 16 of this Agreement.
As to any deliveries made by the Bank pursuant to this Section 6.12,
securities or cash receivable in exchange therefor shall be delivered to the
Bank.
7. Redemptions. In the case of payment of assets of a Fund held by the
Bank in connection with redemptions and repurchases by the Fund of outstanding
common shares, the Bank will rely on notification by the Fund's transfer agent
of receipt of a request for redemption and certificates, if issued, in proper
form for redemption before such payment is made. Payment shall be made in
accordance with a Fund's governing documents from assets available for said
purpose.
8. Merger, Dissolution, etc. of a Fund. In the case of the following
transactions, not in the ordinary course of business, namely, the merger of a
Fund into or the consolidation of a Fund with another investment company, the
sale by a Fund of all, or substantially all, of its assets to another investment
company, or the liquidation or dissolution of a Fund and distribution of its
assets, upon the payment of the fees, disbursements, and expenses of the Bank
through the end of the then current term of this Agreement, the Bank will
deliver the Portfolio Securities held by it under this Agreement and disburse
cash only upon the order of the Fund set forth in an Officers' Certificate,
accompanied by a certified copy of a resolution of the Board or the Manager
authorizing any of the foregoing transactions. Upon completion of such delivery
and disbursement and the payment of all such fees, disbursements, and expenses
of the Bank, this Agreement will terminate and the Bank and the Funds shall be
released from any and all obligations hereunder.
9. Actions of Bank Without Prior Authorization. Notwithstanding anything
herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, the Bank will take the following actions without
prior authorization or instruction of a Fund or the transfer agent:
9.1 Endorse for collection and collect on behalf of and in the name of
the Fund all checks, drafts, or other negotiable or transferable instruments or
other orders for the payment of money received by it for the account of the Fund
and hold for the account of the Fund all income, dividends, interest, and other
payments or distributions of cash with respect to the Portfolio Securities held
thereunder;
9.2 Present for payment all coupons and other income items held by it for
the account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment for the account of the Fund;
9.3 Receive and hold for the account of the Fund all securities received
as a distribution on Portfolio Securities as a result of a stock dividend, share
split-up, reorganization, recapitalization, merger, consolidation, readjustment,
distribution of rights, and similar securities issued with respect to any
Portfolio Securities held by it hereunder.
9.4 Execute as agent on behalf of the Fund all necessary ownership and
other certificates and affidavits required by the Internal Revenue Code or the
regulations of the Treasury Department issued thereunder, or by the laws of any
state, now or hereafter in effect, inserting the Fund's name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so and as may be required to obtain payment in respect thereof.
The Bank will execute and deliver such certificates in connection with Portfolio
Securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state;
9.5 Present for payment all Portfolio Securities which are called,
redeemed, retired, or otherwise become payable, and hold cash received by it
upon payment for the account of the Fund; and
9.6 Exchange interim receipts or temporary securities for definitive
securities.
10. Collections and Defaults. The Bank will use reasonable efforts to
collect any funds which may to its knowledge become collectible arising from
Portfolio Securities (including dividends, interest, and other income) and to
transmit to a Fund notice received by it of any call for redemption, offer of
exchange, right of subscription, reorganization, or other proceedings affecting
such Portfolio Securities. If Portfolio Securities upon which such income is
payable are in default or payment is refused after due demand or presentation,
the Bank will promptly notify the Fund of any such default or refusal to pay.
11. Maintenance of Records and Accounting Services. The Bank will maintain
records with respect to transactions for which the Bank is responsible pursuant
to the terms and conditions of this Agreement. The books and records of the Bank
pertaining to its actions under this Agreement and reports by the Bank or its
independent accountants concerning its accounting system, procedures for
safeguarding securities, and internal accounting controls will be open to
inspection and audit at reasonable times by officers or employees of or
consultants retained or auditors employed by any of the Funds and will be
preserved by the Bank.
The Bank shall perform fund accounting and shall keep the books of account
and render statements or copies from time to time as reasonably requested by the
Board or the Manager of the Fund.
The Bank shall assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial matters of
like nature.
12. Fund Evaluation and Yield Calculation.
12.1 Fund Evaluation. The Bank shall compute and, unless otherwise
directed by the Board or the Manager, determine as of the close of regular
trading on the New York Stock Exchange on each day, as agreed by the parties and
reflected on Appendix B hereto, the net asset value and, if applicable, the
public offering price of a share of capital stock of the Fund, such
determination to be made in accordance with the provisions of the governing
documents of the relevant Fund and the Prospectus and Statement of Additional
Information or Confidential Private Placement Memorandum relating to the Fund,
as they may from time to time be amended, and any applicable resolutions of the
Board or the Manager at the time in force and applicable. The Bank promptly
shall notify the Fund, the applicable exchange and the NASD, or such other
persons as the Fund may request of the results of such computation and
determination. In computing the net asset value hereunder, the Bank may rely in
good faith upon information furnished to it by any Authorized Person in respect
of (i) the manner of accrual of the liabilities of the Fund, (ii) liabilities of
the Fund not appearing on its books of account kept by the Bank, (iii) reserves,
if any, which reserves the Board or the Manager either has or has not
authorized, (iv) the source of the quotations to be used in computing the net
asset value, (v) the value to be assigned to any security for which no price
quotations are available, and (vi) the method of computation of the public
offering price on the basis of the net asset value of the shares; and the Bank
shall not be responsible for any loss occasioned by such reliance or for any
good faith reliance on any quotations received from a source pursuant to (iv) or
(v) above.
12.2. Yield Calculation. The Bank will compute the Yield Calculation in
accordance with the provisions of the Releases, and any Subsequent Staff
Positions, subject to the terms set forth below:
(a) The Bank shall compute the Yield Calculation for the relevant
Fund for the stated periods of time as shall be mutually agreed upon, and then
the Bank shall communicate in a timely manner the result of such computation to
the Fund.
(b) In performing the Yield Calculation, the Bank will derive the
items of data necessary for the computation from the records it generates and
maintains for the Fund pursuant to Section 11 hereof. The Bank shall have no
responsibility to review, confirm, or otherwise assume any duty or liability
with respect to the accuracy or correctness of any such data supplied to it by
the Fund, any of the Fund's designated agents, or any of the Fund's designated
third party providers.
(c) At the request of the Bank, the Fund shall provide, and the Bank
shall be entitled to rely on, written standards and guidelines to be followed by
the Bank in interpreting and applying the computation methods set forth in the
Releases or any of the Subsequent Staff Positions as they specifically apply to
the Fund. In the event that the computation methods in the Releases or the
Subsequent Staff Positions or the application to the Fund of a standard or
guideline is not free from doubt, or in the event there is any question of
interpretation as to the characterization of a particular security or any aspect
of a security or a payment with respect thereto (e.g., participating debt
security, income or return of capital, etc.) or otherwise or as to any other
element of the computation which is pertinent to the Fund, the Fund or its
designated agent shall have the full responsibility for making the determination
of how the security or payment is to be treated for purposes of the computation
as well as how the computation is to be made, and the Fund shall inform the Bank
thereof on a timely basis.
(d) The Fund shall keep the Bank informed of all publicly available
information and of any non-public advice, or information obtained by the Fund
from its independent auditors or by its personnel or the personnel of its
investment adviser, or Subsequent Staff Positions related to the computations to
be undertaken by the Bank pursuant to this Agreement, and the Bank shall not be
deemed to have knowledge of such information (except as contained in the
Releases) unless it has been furnished to the Bank.
13. Additional Services. The Bank shall perform the additional services
for the Fund as are set forth on Appendix C hereto. Appendix C may be amended
from time to time upon agreement of the parties to include further additional
services to be provided by the Bank to the Fund.
14. Duties of the Bank.
14.1 Performance of Duties and Standard of Care. In performing its duties
hereunder and any other duties listed on any Schedule or Appendix hereto, if
any, the Bank will be entitled to receive and act upon the advice of independent
counsel of its own selection, which counsel also may be counsel for the Fund,
and will be without liability for any action taken or thing done or omitted to
be done in accordance with this Agreement in good faith in conformity with such
advice.
The Bank will be under no duty or obligation to inquire into and will not
be liable for:
(a) The validity of the issue of any Portfolio Securities purchased
by or for a Fund, the legality of the purchases thereof, or the propriety of the
price incurred therefor;
(b) The legality of any sale of any Portfolio Securities by or for a
Fund or the propriety of the amount for which the same are sold;
(c) The legality of an issue or sale of any common shares of a Fund
or the sufficiency of the amount to be received therefor;
(d) The legality of the repurchase of any common shares of a Fund or
the propriety of the amount to be paid therefor;
(e) The legality of the declaration of any dividend by a Fund or the
legality of the distribution of any Portfolio Securities as payment in kind of
such dividend; and
(f) Any property or moneys of a Fund unless and until received by
it, and any such property or moneys after delivery or payment by it in
accordance with the terms hereof.
Moreover, the Bank will not be under any duty or obligation to ascertain
whether any Portfolio Securities at any time delivered to or held by it for the
account of a Fund are such as may properly be held by a Fund under the
provisions of its governing documents, any federal or state statutes or any rule
or regulation of any governmental agency.
14.2 Agents and Subcustodians with Respect to Property of a Fund Held in
the United States. The Bank may employ agents of its own selection in the
performance of its duties hereunder and shall be responsible for the acts and
omissions of such agents as if performed by the Bank hereunder. Without limiting
the foregoing, certain duties of the Bank hereunder may be performed by one or
more affiliates of the Bank.
Upon receipt of Proper Instructions, the Bank may employ subcustodians
selected by or at the direction of a Fund to act as a custodian of a Fund's
assets with respect to property of a Fund held in the United States. The Bank
shall have no liability to a Fund or any other person by reason of any act or
omission of any such subcustodian, and a Fund shall indemnify the Bank and hold
it harmless from and against any and all actions, suits, and claims arising
directly or indirectly out of the performance of any such subcustodian. Upon
request of the Bank, a Fund shall assume the entire defense of any action, suit,
or claim subject to the foregoing indemnity. The Fund shall pay all fees and
expenses of any subcustodian.
14.3 Duties of the Bank with Respect to Property of a 1940 Act Registered
Fund Held Outside of the United States.
(a) Appointment of Foreign Custody Manager.
(i) If a Fund has appointed the Bank to be its Foreign Custody
Manager, the Bank's duties and obligations with respect to a Fund's Portfolio
Securities and other assets maintained outside the United States shall be, to
the extent not set forth herein, as set forth in the Delegation Agreement.
(ii) If a Fund has appointed any other person or entity to be
its Foreign Custody Manager, the Bank shall act only upon Proper Instructions
from a Fund with regard to any of the Fund's Portfolio Securities or other
assets held or to be held outside of the United States, and the Bank shall be
without liability for any Claim (as that term is defined in Section 15.1 hereof)
arising out of maintenance of a Fund's Portfolio Securities or other assets
outside of the United States. The Fund also agrees that it shall enter into a
written agreement with such Foreign Custody Manager that shall obligate such
Foreign Custody Manager to provide to the Bank in a timely manner all
information required by the Bank in order to complete its obligations hereunder.
The Bank shall not be liable for any Claim arising out of the failure of such
Foreign Custody Manager to provide such information to the Bank.
(b) Segregation of Securities. The Bank shall identify on its books
as belonging to a Fund the Foreign Portfolio Securities held by each Eligible
Foreign Custodian, subject to receipt by the Bank of the necessary information
from such Eligible Foreign Custodian if the Foreign Custody Manager is not the
Bank.
(c) Access of Independent Accountants of a Fund. If the Bank is a
Fund's Foreign Custody Manager, upon request of a Fund, the Bank will use its
best efforts to arrange for the independent accountants of a Fund to be afforded
access to the books and records of any foreign banking institution employed as
an Eligible Foreign Custodian insofar as such books and records relate to the
performance of such foreign banking institution with regard to a Fund's
Portfolio Securities and other assets.
(d) Reports by Bank. If the Bank is a Fund's Foreign Custody
Manager, the Bank will supply to a Fund the reports required under the
Delegation Agreement.
(e) Transactions in Foreign Custody Account. Transactions with
respect to the assets of a Fund held by an Eligible Foreign Custodian shall be
effected pursuant to Proper Instructions from a Fund to the Bank and shall be
effected in accordance with the applicable agreement between the Foreign Custody
Manager and such Eligible Foreign Custodian. If at any time any Foreign
Portfolio Securities shall be registered in the name of the nominee of the
Eligible Foreign Custodian, then a Fund agrees to hold any such nominee harmless
from any liability by reason of the registration of such securities in the name
of such nominee.
14.4 Duties of the Bank with Respect to Property of a Xxx-0000 Xxx
Registered Fund Held Outside of the United States.
(a) Appointment of Foreign Sub-Custodians. The Fund hereby
authorizes and instructs the Bank to employ as sub-custodians for a Fund's
Portfolio Securities and other assets maintained outside the United States the
Selected Foreign Sub-Custodians. Upon receipt of Proper Instructions, the Bank
and a Fund may agree to designate additional foreign banking institutions and
foreign securities depositories to act as Selected Foreign Sub-Custodians
hereunder. Upon receipt of Proper Instructions, a Fund may instruct the Bank to
cease the employment of any one or more such Selected Foreign Sub-Custodians for
maintaining custody of a Fund's assets, and the Bank shall so cease to employ
such sub-custodian as soon as alternate custodial arrangements have been
implemented.
(b) Foreign Securities Depositories. Except as may otherwise be
agreed upon in writing by the Bank and a Fund, assets of a Fund shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as Selected Foreign
Sub-Custodians pursuant to the terms hereof. Where possible, such arrangements
shall include entry into agreements containing the provisions set forth in
subparagraph (d) hereof. Notwithstanding the foregoing, except as may otherwise
be agreed upon in writing by the Bank and a Fund, a Fund authorizes the deposit
in Euro-clear or its successors, of Foreign Portfolio Securities eligible for
deposit therein and the use of Euro-clear in connection with settlements of
purchases and sales of securities and deliveries and returns of securities,
until notified to the contrary pursuant to subparagraph (a) of this Section
14.4.
(c) Segregation of Securities. The Bank shall identify on its books
as belonging to a Fund the Foreign Portfolio Securities held by each Selected
Foreign Sub-Custodian. Each agreement pursuant to which the Bank employs a
foreign banking institution shall require that (i) such institution establish a
custody account for the Bank and hold in that account Foreign Portfolio
Securities and other assets of a Fund and (ii) in the event that such
institution deposits Foreign Portfolio Securities in a foreign securities
depository, it identify on its books as belonging to the Bank the securities so
deposited.
(d) Agreements with Foreign Banking Institutions. Each of the
Foreign Sub-Custodian Agreements shall be substantially in the form provided to
a Fund, which form shall provide, among other things, that: (a) a Fund's assets
will not be subject to any right, charge, security interest, lien, or claim of
any kind in favor of the foreign banking institution or its creditors or agent,
except a claim of payment for the assets' safe custody or administration
(including, without limitation, any fees or taxes payable upon transfers or
reregistration of securities); (b) beneficial ownership of a Fund's assets will
be freely transferable without the payment of money or value other than for
custody or administration (including, without limitation, any fees or taxes
payable upon transfers or reregistration of securities); (c) adequate records
will be maintained identifying the assets as belonging to the Bank; (d) officers
of or auditors employed by, or other representatives of the Bank, including (to
the extent permitted under applicable law) the independent public accountants
for a Fund, will be given access to the books and records of the foreign banking
institution relating to its actions under its agreement with the Bank; and (e)
assets of a Fund held by the Selected Foreign Sub-Custodian will be subject only
to the instructions of the Bank or its agents.
(e) Access of Independent Accountants of a Fund. Upon request of a
Fund, the Bank will use its best efforts to arrange for the independent
accountants of a Fund to be afforded access to the books and records of any
foreign banking institution employed as a Selected Foreign Sub-Custodian insofar
as such books and records relate to the performance of such foreign banking
institution under its Foreign Sub-Custodian Agreement.
(f) Reports by Bank. The Bank will supply to a Fund from time to
time, as mutually agreed upon, statements in respect of the securities and other
assets of a Fund held by Selected Foreign Sub-Custodians, including, without
limitation, an identification of entities having possession of the Foreign
Portfolio Securities and other assets of a Fund and advice of any transfers of
assets into or out of the accounts of such Selected Foreign Sub-Custodians.
(g) Transactions in Foreign Custody Account. Transactions with
respect to the assets of a Fund held by a Selected Foreign Sub-Custodian shall
be effected pursuant to Proper Instructions from a Fund to the Bank in
accordance with the applicable Foreign Sub-Custodian Agreement. If at any time
any Foreign Portfolio Securities shall be registered in the name of the nominee
of the Selected Foreign Sub-Custodian, a Fund agrees to hold any such nominee
harmless from any liability by reason of the registration of such securities in
the name of such nominee, except for any Claim resulting from the negligence,
willful misfeasance, or bad faith of the nominee.
Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for Foreign Portfolio Securities received for the account
of a Fund and delivery of Foreign Portfolio Securities maintained for the
account of a Fund may be effected in accordance with the customary established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivering securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such purchaser
or dealer.
In connection with any action to be taken with respect to the
Foreign Portfolio Securities held hereunder, including, without limitation, the
exercise of any Rights, the Bank promptly shall transmit to a Fund such
information in connection therewith as is made available to the Bank by the
Selected Foreign Sub-Custodian and promptly shall forward to the applicable
Selected Foreign Sub-Custodian any instructions, forms, or certifications with
respect to such Rights, and any instructions relating to the actions to be taken
in connection therewith, as the Bank shall receive from a Fund pursuant to
Proper Instructions. Notwithstanding the foregoing, the Bank shall have no
further duty or obligation with respect to such Rights, including, without
limitation, the determination of whether a Fund is entitled to participate in
such Rights under applicable U.S. and foreign laws, or the determination of
whether any action proposed to be taken with respect to such Rights by a Fund or
by the applicable Selected Foreign Sub-Custodian will comply with all applicable
terms and conditions of any such Rights or any applicable laws or regulations or
market practices within the market in which such action is to be taken or
omitted.
(h) Liability of Selected Foreign Sub-Custodians. Each Foreign
Sub-Custodian Agreement with a foreign banking institution shall require the
institution to exercise reasonable care in the performance of its duties and to
indemnify, and hold harmless, the Bank and a Fund from and against certain
losses, damages, costs, expenses, liabilities, or claims arising out of or in
connection with the institution's performance of such obligations, all as set
forth in the applicable Foreign Sub-Custodian Agreement. The Bank shall grant a
Fund a right of subrogation with regard to the rights of the Bank as they affect
a Fund under any applicable Foreign Sub-Custodian Agreement. The Fund
acknowledges that the Bank, as a participant in Euro-clear, is subject to the
Terms and Conditions, a copy of which has been made available to a Fund. The
Fund acknowledges that pursuant to such Terms and Conditions, Euro-clear or its
successors shall have the sole right to exercise or assert any and all rights or
claims in respect of actions or omissions of, or the bankruptcy or insolvency
of, any other depository, clearance system, or custodian utilized by Euro-clear
in connection with a Fund's securities and other assets.
(i) Tax Law. The Bank shall have no responsibility or liability for
any obligations now or hereafter imposed on a Fund or the Bank as custodian of a
Fund by the tax law of any jurisdiction, and it shall be the responsibility of a
Manager to notify the Bank of the obligations imposed on a Fund or the Bank as
the custodian of a Fund by the tax law of any non-U.S. jurisdiction, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications, and governmental reporting. The sole
responsibility of the Selected Foreign Sub-Custodian with regard to such tax law
shall be to use reasonable efforts to assist a Fund with respect to any claim
for exemption or refund under the tax law of jurisdictions for which a Fund has
provided such information.
14.5 Insurance. The Bank shall exercise the same duties of care with
respect to the safekeeping of the Fund's Portfolio Securities and cash held by
it as the Bank exercises in respect of its own similar property. The Bank
maintains insurance coverage as required. Notwithstanding the foregoing, the
Bank is not required to maintain any special insurance for the benefit of a
Fund.
14.6 Fees and Expenses of the Bank. For the services rendered by the Bank
hereunder, the Funds will pay to the Bank such fees at such rate as shall be
agreed upon in writing by the parties from time to time. The Funds also will pay
or reimburse the Bank from time to time for any transfer taxes payable upon any
transfers made hereunder and for all necessary proper disbursements, expenses,
and charges made or incurred by the Bank in the performance of this Agreement
(including any duties listed on any Schedule hereto, if any), including any
indemnities for any loss, liabilities, or expense to the Bank as provided
herein. The Bank also will be entitled to reimbursement by the Funds for all
reasonable, customary expenses incurred in conjunction with the termination of
this Agreement and any conversion or transfer work done in connection therewith.
Fees and expenses will be calculated monthly. Fees and expenses owed
to the Bank for any month may be charged against any cash balance held by a Fund
per the payment date listed in Appendix D, hereto. Fees charged to an account
may result in an overdraft that shall bear interest at the current Federal Funds
interest rate plus one hundred (100) basis points . A Fund will have thirty (30)
days after the receipt of an invoice to dispute any charge that appears on such
invoice. After such thirty-day period, the undisputed invoice will be deemed to
be complete and accurate and may no longer be disputed; provided, however, that
each Fund retains the right to dispute any invoice previously deemed to be
complete and accurate if subsequently arising information indicates that such
invoice or any charge thereon may be inaccurate or improperly or fraudulently
claimed or paid. Any disputed invoice will be deemed to be complete and accurate
only upon satisfactory resolution of the dispute thereto; provided, however,
that each Fund retains the right to dispute further any previously disputed
invoice deemed by resolution to be complete and accurate if subsequently arising
information indicates that such invoice or any charge thereon may be inaccurate
or improperly or fraudulently claimed or paid.
14.7 Advances by the Bank. The Bank, in its sole discretion, may advance
funds on behalf of a Fund to make any payment permitted by this Agreement upon
receipt of any proper authorization required by this Agreement for such payments
by the Fund. If any payment or payments with advanced funds result in an
overdraft (due to insufficiencies of the Fund's account with the Bank or for any
other reason), then this Agreement deems any such overdraft or related
indebtedness to be a loan made by the Bank to the Fund, payable on demand. Such
overdraft shall bear interest at the current Federal Funds rate plus one hundred
(100) basis points charged by the Bank for such loans unless the Fund shall
provide the Bank with agreed upon compensating balances. Each Fund agrees that
the Bank shall have a continuing lien and security interest to the extent of any
overdraft or indebtedness, and to the extent required by law, in and to any
property at any time held by it for the Fund's benefit or in which the Fund has
an interest and which is then in the Bank's possession or control (or in the
possession or control of any third party acting on the Bank's behalf). Each Fund
authorizes the Bank, in the Bank's sole discretion, at any time to charge any
overdraft or indebtedness, together with interest due thereon, against any
balance of account standing to the credit of the Fund on the Bank's books.
15. Limitation of Liability.
15.1 Notwithstanding anything in this Agreement to the contrary, in no
event shall the Bank Indemnified Parties be liable to a Fund or any third party,
and each Fund shall indemnify and hold the Bank and the Bank Indemnified Parties
harmless from and against any and all Claims, arising as a result of any act or
omission of the Bank or any Bank Indemnified Party under this Agreement, except
for any Claim to the extent resulting from the negligence, willful misfeasance,
or bad faith of the Bank or any Bank Indemnified Party. Without limiting the
foregoing, neither the Bank nor the Bank Indemnified Parties shall be liable
for, and the Bank and the Bank Indemnified Parties shall be indemnified against,
any Claim arising as a result of:
(a) Any act or omission by the Bank or any Bank Indemnified Party in
good faith reliance upon the terms of this Agreement, any Officer's Certificate,
Proper Instructions, resolution of the Board or the Manager, telegram,
telecopier, notice, request, certificate, or other instrument reasonably
believed by the Bank to genuine;
(b) Any act or omission of any subcustodian selected by or at the
direction of a Fund;
(c) Any act or omission of any Foreign Custody Manager other than
the Bank, or any act or omission of any Eligible Foreign Custodian if the Bank
is not the Foreign Custody Manager or any Selected Foreign Sub-Custodian to the
extent to which such Selected Foreign Sub-Custodian is not liable to the Bank;
(d) Any Corporate Action, distribution, or other event related to
Portfolio Securities which, at the direction of a Fund, have not been registered
in the name of the Bank or its nominee;
(e) Any Corporate Action requiring a Response for which the Bank has
not received Proper Instructions or obtained possession of all necessary
securities, consents, or other materials by 5:00 p.m. on the date specified as
the Response Deadline;
(f) Any act or omission of any European Branch of a U.S. banking
institution not affiliated with or controlled by the Bank that is the issuer of
Eurodollar CDs in connection with any Eurodollar CDs held by such European
Branch;
(g) Information relied on in good faith by the Bank and supplied by
any Authorized Person in connection with the calculation of (i) the net asset
value and public offering price of the shares of capital stock of the Fund or
(ii) the Yield Calculation; or
(h) Any acts of God, earthquakes, fires, floods, storms or other
disturbances of nature, epidemics, strikes, riots, nationalization,
expropriation, currency restrictions, acts of war, civil war or terrorism,
insurrection, nuclear fusion, fission or radiation, the interruption, loss or
malfunction of utilities, transportation or computers (hardware or software) and
computer facilities, the unavailability of energy sources, and other similar
happenings or events, to the extent the occurrence or continuing of which is
outside of the reasonable control of the Bank.
Notwithstanding anything to the contrary in this Agreement, in no event
shall a party hereto be liable to the other party or any third party for lost
profits or lost revenues or any special, consequential, punitive, or incidental
damages of any kind whatsoever in connection with this Agreement or any
activities hereunder.
15.2 The Bank shall indemnify and hold the Fund harmless from and against
any Claim to the extent such Claim results from the negligence, willful
misfeasance, or bad faith of the Bank or any Bank Indemnified Party.
16. Termination.
16.1 The term of this Agreement shall be three (3) years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless written notice of non-renewal is delivered by the non-renewing party to
the other party no later than ninety (90) days prior to the expiration of the
Initial Term or any Renewal Term, as the case may be.
Either party hereto may terminate this Agreement prior to the expiration
of the Initial Term or any Renewal Term in the event the other party violates
any material provision of this Agreement, provided that the non-violating party
gives written notice of such violation to the violating party and the violating
party does not cure such violation within ninety (90) days of receipt of such
notice.
This Agreement also may be terminated by the Funds if the Bank fails to
cure, within ninety (90) days of receipt of a written notice from an officer of
the Funds and to such officer's reasonable satisfaction, the Funds'
determination, in the reasonable discretion of the Fund's governing body, that
the services being rendered by the Bank under this Agreement fail in a material
way to meet a standard of quality reasonably expected by a consumer of services
in the fund administration business.
16.2 In the event of the termination of this Agreement, the Bank,
immediately upon receipt or transmittal (as the case may be) of notice of
termination, will commence and prosecute diligently to completion the transfer
of all cash and the delivery of all Portfolio Securities duly endorsed and all
records maintained as provided in Section 11 hereof to the successor custodian
when appointed by the Funds. The obligation of the Bank to deliver and transfer
over the assets of the Funds held by it directly to such successor custodian
will commence as soon as such successor is appointed and will continue until
completed as aforesaid. If the Funds do not select a successor custodian within
ninety (90) days from the date of delivery of notice of termination, the Bank
may deliver, subject to the provisions of Section 16.3 hereof, the Portfolio
Securities and cash of the Funds held by the Bank to a bank or trust company of
the Bank's own selection which has a reported capital, surplus, and undivided
profits aggregating not less than $2 billion, to be held by such bank or trust
company as the property of the Funds under terms similar to those on which they
were held by the Bank, whereupon such bank or trust company so selected by the
Bank will become the successor custodian of such assets of the Funds with the
same effect as though selected by the Board or the Manager. Thereafter, the Bank
and the Funds shall be released from any and all obligations under this
Agreement.
16.3 Prior to the expiration of ninety (90) days after notice of
termination has been given, the Funds may furnish the Bank with an order of the
Funds advising that a successor custodian cannot be found willing and able to
act upon reasonable and customary terms and that there has been submitted to the
shareholders of the Funds the question of whether the Funds will be liquidated
or will function without a custodian for the assets of the Funds held by the
Bank. In that event, the Bank will deliver the Portfolio Securities and cash of
the Funds held by it, subject as aforesaid, in accordance with one of such
alternatives which may be approved by the requisite vote of shareholders, upon
receipt by the Bank of a copy of the minutes of the meeting of shareholders at
which action was taken, certified by an Authorized Person of the Funds and an
opinion of counsel to the Funds in form and content reasonably satisfactory to
the Bank. Thereafter, the Bank and the Funds shall be released from any and all
obligations under this Agreement.
16.4 At any time after the termination of this Agreement, the Funds may
have, upon written request, reasonable access to the records of the Bank
relating to its performance of its duties as custodian.
17. Confidentiality. Both parties hereto agree than any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency. The
parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition
to all other remedies at law or in equity to an injunction or injunctions
without bond or other security to prevent breaches of this provision.
18. Notices. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and delivered via (i) United
States Postal Service registered mail, (ii) telecopier with written
confirmation, or (iii) hand delivery with signature to such party at its office
at the address set forth below, namely:
(a) In the case of notices sent to a Fund, to:
TIFF Advisory Services, Inc.
000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
With a copy to: Xxxx X. Xxxxxx
(b) In the case of notices sent to the Bank, to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxx Xxxx, Senior Director - Client Management
With a copy to: Xxxxxx Xxxxx, Assistant General Counsel
or at such other place as such party may from time to time designate
in writing.
19. Amendments. This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties.
20. Parties. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by a Fund without
the written consent of the Bank or by the Bank without the written consent of
such Fund, authorized and approved by its Board or its Manager; and provided,
further, that termination proceedings pursuant to Section 16 hereof will not be
deemed to be an assignment within the meaning of this provision.
21. Governing Law. This Agreement and all performance hereunder will be
governed by the laws of the Commonwealth of Massachusetts, without regard to its
conflict of laws provisions.
22. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
23. Entire Agreement. This Agreement, together with its Appendices and
Schedules, constitutes the sole and entire agreement between the parties
relating to the subject matter herein and does not operate as an acceptance of
any conflicting terms or provisions of any other instrument and terminates and
supersedes any and all prior agreements and undertakings between the parties
relating to the subject matter herein.
24. Limitation of Liability. The Bank agrees that the obligations assumed
by the Fund hereunder shall be limited in all cases to the assets of the Fund
and that the Bank shall not seek satisfaction of any such obligation from the
officers, agents, employees, trustees, or shareholders of the Fund.
25. Cooperation with Consultants. The Bank agrees to cooperate fully with
any consultants or vendor management companies engaged by the Funds. Upon
written request by the Funds, the Bank agrees to provide such consultants or
vendor management companies information concerning the Funds and any information
concerning the Bank's servicing of the Funds as is generally provided to the
Bank's clients. For avoidance of doubt, the parties acknowledge that the Funds
have engaged EOS Fund Services LLC to act as their Operations Monitoring Agent
and that this cooperation agreement applies to all contacts and activities
between the Bank and EOS Fund Services LLC until the Bank may be otherwise
notified by the Funds in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first written above.
EACH ENTITY LISTED ON APPENDIX A HERETO
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Appendices and Schedules
Appendix A................................ Funds
Appendix B................................ NAV Calculation Schedule
Appendix C................................ Additional Services
Appendix D................................ Fees
APPENDIX A
FUNDS
TIFF INVESTMENT PROGRAM, INC.
TIFF U.S. EQUITY FUND
TIFF INTERNATIONAL EQUITY FUND
TIFF GOVERNMENT BOND FUND
TIFF SHORT-TERM FUND
TIFF MULTI-ASSET FUND
TIFF PARTNERS I, LLC
TIFF PARTNERS II, LLC
TIFF PARTNERS III, LLC
TIFF PARTNERS IV, LLC
TIFF PARTNERS V-US, LLC
TIFF PARTNERS V-INTERNATIONAL, LLC
TIFF REALTY AND RESOURCES I, LLC
TIFF REAL ESTATE PARTNERS I, LLC
TIFF REAL ESTATE PARTNERS II, LLC
TIFF SECONDARY PARTNERS I, LLC
TIFF ABSOLUTE RETURN POOL
TIFF ABSOLUTE RETURN POOL II
APPENDIX B
NAV CALCULATION SCHEDULE:
TIFF INVESTMENT PROGRAM, INC.
NAVs are calculated on each Business Day in the year. There are 11 holidays
during the year which are not Business Days: New Year's Day, Xx. Xxxxxx Xxxxxx
Xxxx Xx.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Fourth of July,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving and Christmas.
TIFF PARTNERS I, LLC
TIFF PARTNERS II, LLC
TIFF PARTNERS III, LLC
TIFF PARTNERS IV, LLC
TIFF PARTNERS V-US, LLC
TIFF PARTNERS V-INTERNATIONAL, LLC
TIFF REALTY AND RESOURCES I, LLC
TIFF REAL ESTATE PARTNERS I, LLC
TIFF REAL ESTATE PARTNERS II, LLC
TIFF SECONDARY PARTNERS I, LLC
The Bank shall prepare in accordance with generally accepted accounting
principles, and deliver to TAS on or before 60 days after the end of each fiscal
quarter, quarterly statements of the Company's assets and liabilities and
Members' capital, based on the most recent financial information received from
the Underlying Funds.
TIFF ABSOLUTE RETURN POOL
TIFF ABSOLUTE RETURN POOL II
Valuation Day for each Class is defined as the last Business Day of each Month
whilst there are Redeemable Shares of any relevant Class outstanding (or such
other day or days as the Directors may determine from time to time on a case by
case basis or generally) as of which the Net Asset Value of each Series of the
Class and of the Redeemable Shares of each Series of that Class is calculated.
Business Day is defined as a day on which banks and the New York Stock Exchange
are authorized to open for business in New York and the Cayman Islands.
APPENDIX C
ADDITIONAL SERVICES: NONE.
APPENDIX D
-------------------------------------------------------------------
NAME OF ENTITY PAYMENT DATE
-------------------------------------------------------------------
TIFF Investment Program, Inc. Last business day of the
month, in arrears
-------------------------------------------------------------------
TIFF Partners I, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Partners II, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Partners III, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Partners IV, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Partners V-US, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Partners V-International, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Realty and Resources I, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Real Estate Partners I, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Real Estate Partners II, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Secondary Partners I, LLC First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Absolute Return Pool First business day of the
month, in advance
-------------------------------------------------------------------
TIFF Absolute Return Pool II First business day of the
month, in advance
-------------------------------------------------------------------
