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8-(a)
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of __________, 1999 by and between PFPC TRUST
COMPANY ("PFPC Trust"), a limited purpose trust company organized under the laws
of Delaware, and each investment company or series thereof listed on Schedule A
(each such investment company or portfolio referred to herein as the "Fund")
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services, and PFPC Trust wishes to furnish custodian services, either directly
or through an affiliate, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors to give
Oral Instructions and Written Instructions on behalf of the Fund
and listed on the Authorized Persons Appendix attached hereto
and made a part hereof or any amendment thereto as may be
received by PFPC Trust. An Authorized Person's scope of
authority may be
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limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "Book-Entry System" means Federal Reserve Treasury
book-entry system for United States and federal agency
securities, its successor or successors, and its nominee or
nominees and any book-entry system maintained by an exchange
registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received by PFPC
Trust from an Authorized Person or from a person reasonably
believed by PFPC Trust to be an Authorized Person.
(g) "PFPC Trust" means PFPC Trust Company or a subsidiary or
affiliate of PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.
(j) "Shares" mean the shares of common stock or beneficial interest
of any series or class of the Fund.
(k) "Property" means:
(i) any and all securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PFPC Trust or which PFPC Trust may from
time to time hold for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the
Fund, which are received by PFPC Trust from time to
time, from or on behalf of the Fund.
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(l) "Written Instructions" mean written instructions signed by two
Authorized Persons and received by PFPC Trust. The instructions
may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC Trust to provide custodian
services to the Fund, and PFPC Trust accepts such appointment and agrees
to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide PFPC Trust with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC
Trust to provide services;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreements;
(d) a copy of the distribution agreement with respect to each class
of Shares;
(e) copies of any shareholder servicing agreements made in respect
of the Fund; and
(f) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
PFPC Trust undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be
performed by PFPC Trust hereunder. Except as specifically set forth
herein, PFPC Trust assumes no responsibility for such compliance by the
Fund.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC Trust shall
act only upon Oral Instructions and Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral Instructions
and Written
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Instructions it receives from an Authorized Person
(or from a person reasonably believed by PFPC Trust to be an
Authorized Person) pursuant to this Agreement. PFPC Trust may
assume that any Oral Instructions or Written Instructions
received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund or of any
vote, resolution or proceeding of the Fund's Board of Directors
or of the Fund's shareholders, unless and until PFPC Trust
receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Trust Written Instructions
confirming Oral Instructions (except where such Oral
Instructions are given by PFPC Trust or its affiliates) so that
PFPC Trust receives the Written Instructions by the close of
business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are
not received by PFPC Trust shall in no way invalidate the
transactions or enforceability of the transactions authorized by
the Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an
Authorized Person, PFPC Trust shall incur no liability to the
Fund in acting upon such Oral Instructions or Written
Instructions provided that PFPC Trust's actions comply with the
other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC Trust is in doubt as to any action
it should or should not take, PFPC Trust may request directions
or advice, including Oral Instructions or Written Instructions,
from the Fund.
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(b) Advice of Counsel. If PFPC Trust shall be in doubt as to any
question of law pertaining to any action it should or should not
take, PFPC Trust may request advice at its own cost from such
counsel of its own choosing (who may be counsel for the Fund,
the Fund's investment adviser or PFPC Trust, at the option of
PFPC Trust).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions
PFPC Trust receives, and the advice it receives from counsel,
PFPC Trust shall be entitled to rely upon and, after notice to
the Fund, follow the advice of counsel. In the event PFPC Trust
so relies on the advice of counsel, PFPC Trust remains liable
for any action or omission on the part of PFPC Trust which
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by PFPC Trust of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC Trust. PFPC Trust shall be protected in any
action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives
from the Fund or from counsel and which PFPC Trust believes, in
good faith, to be consistent with those directions, advice or
Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon
PFPC Trust (i) to seek such directions, advice or Oral
Instructions or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral Instructions or
Written Instructions unless, under the terms of other provisions
of this Agreement, the same is a condition of PFPC
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Trust's properly taking or not taking such action.
Nothing in this subsection shall excuse PFPC Trust when
an action or omission on the part of PFPC Trust
constitutes willful misfeasance, bad faith, negligence
or reckless disregard by PFPC Trust of any duties,
obligations or responsibilities set forth in this
Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Fund
which are in the possession or under the control of PFPC Trust,
shall be the property of the Fund. Such books and records shall
be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records
at all times during PFPC Trust's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by PFPC Trust to the Fund or to an
authorized representative of the Fund, at the Fund's expense.
8. CONFIDENTIALITY. PFPC Trust agrees to keep confidential all
records of the Fund and information relating to the Fund and its
shareholders, unless the release of such records or information
is otherwise consented to, in writing, by the Fund. The Fund
agrees that such consent shall not be unreasonably withheld and
may not be withheld where PFPC Trust may be exposed to civil or
criminal contempt proceedings or when required to divulge such
information or records to duly constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC Trust shall cooperate with
the Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under
this Agreement to ensure that the necessary information is made
available to such accountants for the expression of their
opinion, as required by the Fund.
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10. DISASTER RECOVERY. PFPC Trust shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
Trust shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions. PFPC Trust
shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure provided such
loss or interruption is not caused by PFPC Trust's own willful
misfeasance, bad faith, negligence or reckless disregard of its
duties or obligations under this Agreement.
11. YEAR 2000 READINESS DISCLOSURE. PFPC Trust (a) has reviewed its
business and operations as they relate to the services provided
hereunder, (b) has developed or is developing a program to
remediate or replace computer applications and systems, and (c)
has developed a testing plan to test the remediation or
replacement of computer applications/systems, in each case, to
address on a timely basis the risk that certain computer
applications/systems used by PFPC Trust may be unable to
recognize and perform properly date sensitive functions
involving dates prior to, including and after December 31, 1999,
including dates such as February 29, 2000 (the "Year 2000
Challenge"). To the best of PFPC Trust's knowledge and belief,
the reasonably foreseeable consequences of the Year 2000
Challenge will not adversely effect PFPC Trust's ability to
perform its duties and obligations under this Agreement.
12. COMPENSATION. As compensation for custody services rendered by
PFPC Trust during the term of this Agreement, the Fund will pay
to PFPC Trust a fee or fees as may be
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agreed to in writing from time to time by the Fund and PFPC
Trust.
13. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless
PFPC Trust and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws and
any state and foreign securities and blue sky laws, and
amendments thereto, and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or
indirectly from any action or omission to act which PFPC Trust
takes (i) at the request or on the direction of or in reliance
on the advice of the Fund or (ii) upon Oral Instructions or
Written Instructions. Neither PFPC Trust, nor any of its
affiliates, shall be indemnified against any liability (or any
expenses incident to such liability) arising out of PFPC Trust's
or its affiliates' own willful misfeasance, bad faith,
negligence or reckless disregard of its duties under this
Agreement.
14. RESPONSIBILITY OF PFPC TRUST.
(a) PFPC Trust shall be under no duty to take any action on
behalf of the Fund except as specifically set forth
herein or as are reasonably incidental to those set
forth herein or as may be specifically agreed to by PFPC
Trust in writing. PFPC Trust shall be obligated to
exercise care and diligence in the performance of its
duties hereunder, to act in good faith and to use its
best efforts, within reasonable limits, in performing
services provided for under this Agreement. PFPC Trust
shall be liable for any damages arising out of PFPC
Trust's failure to perform its duties under this
Agreement to the extent such damages arise out of PFPC
Trust's willful misfeasance, bad faith, negligence or
reckless disregard of its duties under this
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Agreement.
(b) Without limiting the generality of the foregoing or of
any other provision of this Agreement, (i) PFPC Trust
shall not be under any duty or obligation to inquire
into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral
Instruction or Written Instruction, notice or other
instrument which conforms to the applicable requirements
of this Agreement, and which PFPC Trust reasonably
believes to be genuine; or (B) subject to section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC Trust's control, including
acts of civil or military authority, national
emergencies, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC Trust nor its affiliates shall be
liable to the Fund for any consequential, special or
indirect losses or damages which the Fund may incur or
suffer, including by or as a consequence of PFPC Trust's
or its affiliates' performance of the services provided
hereunder, whether or not the likelihood of such losses
or damages was known by PFPC Trust or its affiliates.
15. DESCRIPTION OF SERVICES.
(a) Delivery of the Property. The Fund will deliver or
arrange for delivery to PFPC Trust, certain Property
owned by the Fund, including cash received as a result
of the distribution of Shares, during the period that is
set forth in this Agreement. PFPC Trust will not be
responsible for such Property until actual receipt.
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(b) Receipt and Disbursement of Money. PFPC Trust, acting
upon Written Instructions, shall open and maintain
separate accounts in the Fund's name using all cash
received from or for the account of the Fund, subject to
the terms of this Agreement. In addition, upon Written
Instructions, PFPC Trust shall open separate custodial
accounts for each separate series or portfolio of the
Fund (collectively, the "Accounts") and shall hold in
the Accounts all cash received from or for the Accounts
of the Fund specifically designated to each separate
series or portfolio.
PFPC Trust shall make cash payments from or for the
Accounts of the Fund only for:
(i) purchases of securities in the name of the Fund
or PFPC Trust or PFPC Trust's nominee as
provided in sub-section (j) and for which PFPC
Trust has received a copy of the broker's or
dealer's confirmation or payee's invoice, as
appropriate;
(ii) purchase or redemption of Shares of the Fund;
(iii) payment of, subject to Written Instructions,
interest, taxes, administration, accounting,
distribution, advisory, management fees or
similar expenses which are to be borne by the
Fund;
(iv) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as
agent for the shareholders, an amount equal to
the amount of dividends and distributions stated
in the Written Instructions to be distributed in
cash by the transfer agent to shareholders, or,
in lieu of paying the Fund's transfer agent,
PFPC Trust may arrange for the direct payment of
cash dividends and distributions to shareholders
in accordance with procedures mutually agreed
upon from time to time by and among the Fund,
PFPC Trust and the Fund's transfer agent.
(v) payments, upon receipt of Written Instructions,
in connection with the conversion, exchange or
surrender of securities owned or subscribed to
by the Fund and held by or delivered to PFPC
Trust;
(vi) payments of the amounts of dividends received
with respect to securities sold short; and
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(vii) payments, upon Written Instructions, made for
other Fund purposes.
PFPC Trust is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received
as custodian for the Accounts.
(c) Receipt of Securities; Subcustodians.
(i) PFPC Trust shall hold all securities received by
it for the Accounts in a separate account that
segregates such securities from those of any
other persons, firms or corporations, except for
securities held in a Book-Entry System. All such
securities shall be held or disposed of only
upon Written Instructions of the Fund pursuant
to the terms of this Agreement. PFPC Trust shall
have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any
such securities or investment, except upon the
express terms of this Agreement and upon Written
Instructions, accompanied by a certified
resolution of the Fund's Board of Directors,
authorizing the transaction. In no case may any
member of the Fund's Board of Directors, or any
officer, employee or agent of the Fund withdraw
any securities.
At PFPC Trust's own expense and for its own
convenience PFPC Trust may enter into
sub-custodian agreements with a subsidiary or
affiliate of PFPC Trust having an aggregate
capital, surplus and undivided profits,
according to its last published report, of at
least twenty million dollars ($20,000,000). In
addition, such bank or trust company must be
qualified to act as custodian and agree to
comply with this Agreement and with the relevant
provisions of the 1940 Act and other applicable
rules and regulations. Any such arrangement will
not be entered into without prior written notice
to the Fund.
PFPC Trust shall remain responsible for the performance of all
of its duties as described in this Agreement and shall hold the
Fund harmless from its own acts or omissions, under the
standards of care provided for herein, or the acts and omissions
of any sub-custodian retained by PFPC Trust under the terms of
this sub-section (c).
(d) Transactions Requiring Instructions. Upon receipt of
Oral Instructions or Written Instructions and not
otherwise, PFPC Trust, directly or through the use of
the
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Book-Entry System, shall:
(i) deliver any securities held for the Fund against the
receipt of payment for the sale of such securities;
(ii) execute and deliver to such persons as may be
designated in such Oral Instructions or Written
Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of the Fund
as owner of any securities may be exercised;
(iii) deliver any securities to the issuer thereof, or
its agent, when such securities are called, redeemed,
retired or otherwise become payable; provided that, in
any such case, the cash or other consideration is to be
delivered to PFPC Trust;
(iv) deliver any securities held for the Fund against receipt
of other securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing,
tender offer, merger, consolidation or recapitalization
of any corporation, or the exercise of any conversion
privilege;
(v) deliver any securities held for the Fund to any
protective committee, reorganization committee or other
person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;
(vi) make such transfer or exchanges of the assets of the
Fund and take such other steps as shall be stated in
said Oral Instructions or Written Instructions to be for
the purpose of effectuating a duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
(vii) release securities belonging to the Fund to any bank or
trust company for the purpose of a pledge or
hypothecation to secure any loan incurred by the Fund;
provided, however, that securities shall be released
only upon payment to PFPC Trust of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made subject to
proper prior authorization, further securities may be
released for that purpose; and repay such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
(viii) release and deliver securities owned by the Fund in
connection with any repurchase agreement entered into on
behalf of the Fund, but only on
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receipt of payment therefor; and pay out moneys of the
Fund in connection with such repurchase agreements, but
only upon the delivery of the securities;
(ix) release and deliver or exchange securities owned by the
Fund in connection with any conversion of such
securities, pursuant to their terms, into other
securities;
(x) release and deliver securities owned by the Fund for the
purpose of redeeming in kind shares of the Fund upon
delivery thereof; and
(xi) release and deliver or exchange securities owned by the
Fund for other corporate purposes.
PFPC Trust must also receive a certified resolution
describing the nature of the corporate purpose and the
name and address of the person(s) to whom delivery shall
be made when such action is pursuant to sub-paragraph
(d)(xi).
(e) Use of Book-Entry System. The Fund shall deliver to
PFPC Trust certified resolutions of the Fund's Board of
Directors approving, authorizing and instructing PFPC Trust on a
continuous basis, to deposit in the Book-Entry System all
securities belonging to the Fund eligible for deposit therein
and to utilize the Book-Entry System to the extent possible in
connection with settlements of purchases and sales of securities
by the Fund, and deliveries and returns of securities loaned,
subject to repurchase agreements or used as collateral in
connection with borrowings. PFPC Trust shall continue to perform
such duties until it receives Written Instructions or Oral
Instructions authorizing contrary actions.
PFPC Trust shall administer the Book-Entry System as follows:
(i) With respect to securities of the Fund which are
maintained in the Book-Entry System, the records of PFPC
Trust shall identify by Book-Entry or otherwise those
securities belonging to the Fund. PFPC Trust shall
furnish to the Fund a detailed statement of the Property
held for
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the Fund under this Agreement from time to time and
upon written request.
(ii) Securities and any cash of the Fund deposited in the
Book-Entry System will at all times be segregated from
any assets and cash controlled by PFPC Trust in other
than a fiduciary or custodian capacity but may be
commingled with other assets held in such capacities.
PFPC Trust and its sub-custodian, if any, will pay out
money only upon receipt of securities and will deliver
securities only upon the receipt of money.
(iii) All books and records maintained by PFPC Trust which
relate to the Fund's participation in the Book-Entry
System will at all times during PFPC Trust's regular
business hours be open to the inspection of Authorized
Persons, and PFPC Trust will furnish to the Fund all
information in respect of the services rendered as it
may require.
PFPC Trust will also provide the Fund with such reports on its
own system of internal control as the Fund may reasonably
request from time to time.
(f) Registration of Securities. All Securities held for the Fund
which are issued or issuable only in bearer form, except such
securities held in the Book-Entry System, shall be held by PFPC
Trust in bearer form; all other securities held for the Fund may
be registered in the name of the Fund, PFPC Trust, the
Book-Entry System, a sub-custodian, or any duly appointed
nominee of the Fund, PFPC Trust, Book-Entry System or
sub-custodian. The Fund reserves the right to instruct PFPC
Trust as to the method of registration and safekeeping of the
securities of the Fund. The Fund agrees to furnish to PFPC Trust
appropriate instruments to enable PFPC Trust to hold or deliver
in proper form for transfer, or to register in the name of its
nominee or in the name of the Book-Entry System, any securities
which it may hold for the Accounts and which may from time to
time be registered in the name of the Fund.
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(g) Voting and Other Action. Neither PFPC Trust nor its nominee
shall vote any of the securities held pursuant to this Agreement
by or for the account of the Fund, except in accordance with
Written Instructions. PFPC Trust, directly or through the use of
the Book-Entry System, shall execute in blank and promptly
deliver all notices, proxies and proxy soliciting materials
received by PFPC Trust as custodian of the Property to the
registered holder of such securities. If the registered holder
is not the Fund, then Written Instructions or Oral Instructions
must designate the person who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC Trust is authorized to take
the following actions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of the Fund,
all income, dividends, distributions, coupons,
option premiums, other payments and similar
items, included or to be included in the
Property, and, in addition, promptly advise the
Fund of such receipt and credit such income, as
collected, to the Fund's account;
(B) endorse and deposit for collection, in the name
of the Fund, checks, drafts, or other orders for
the payment of money;
(C) receive and hold for the account of the Fund all
securities received as a distribution on the
Fund's securities as a result of a stock
dividend, share split-up or reorganization,
recapitalization, readjustment or other
rearrangement or distribution of rights or
similar securities issued with respect to any
securities belonging to the Fund and held by
PFPC Trust hereunder;
(D) present for payment and collect the amount
payable upon all securities which may mature or
be called, redeemed, or retired, or otherwise
become payable on the date such securities
become payable; and
(E) take any action which may be necessary and
proper in connection with the collection and
receipt of such income and other payments
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and the endorsement for collection of checks,
drafts, and other negotiable instruments.
(ii) Miscellaneous Transactions.
(A) deliver or cause to be delivered Property
against payment or other consideration or
written receipt therefor in the following cases:
(1) for examination by a broker or dealer
selling for the account of the Fund in
accordance with street delivery custom;
(2) for the exchange of interim receipts or
temporary securities for definitive
securities; and
(3) for transfer of securities into the name
of the Fund or PFPC Trust or nominee of
either, or for exchange of securities
for a different number of bonds,
certificates, or other evidence,
representing the same aggregate face
amount or number of units bearing the
same interest rate, maturity date and
call provisions, if any; provided that,
in any such case, the new securities are
to be delivered to PFPC Trust.
(B) Unless and until PFPC Trust receives Oral
Instructions or Written Instructions to the
contrary, PFPC Trust shall:
(1) pay all income items held by it which
call for payment upon presentation and
hold the cash received by it upon such
payment for the account of the Fund;
(2) collect interest and cash dividends
received, with notice to the Fund, to
the account of the Fund;
(3) hold for the account of the Fund all
stock dividends, rights and similar
securities issued with respect to any
securities held by PFPC Trust; and
(4) execute as agent on behalf of the Fund
all necessary ownership certificates
required by the Internal Revenue Code or
the Income Tax Regulations of the United
States Treasury Department or under the
laws of any state now or hereafter in
effect, inserting the Fund's name on
such certificate as the owner of the
securities covered thereby, to the
extent it may lawfully do so.
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(i) Segregated Accounts.
(i) PFPC Trust shall upon receipt of Written Instructions or
Oral Instructions establish and maintain segregated
accounts on its records for and on behalf of the Fund.
Such accounts may be used to transfer cash and
securities, including securities in the Book-Entry
System:
(A) for the purposes of compliance by the Fund
with the procedures required by a securities or
option exchange, providing such procedures
comply with the 1940 Act and any releases of the
SEC relating to the maintenance of segregated
accounts by registered investment companies; and
(B) Upon receipt of Written Instructions, for other
proper corporate purposes.
(j) Purchases of Securities. PFPC Trust shall settle
purchased securities upon receipt of Oral Instructions
or Written Instructions from the Fund or its investment
advisers that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Fund involved; and
(vii) the name of the person from whom or the broker through
whom the purchase was made. PFPC Trust shall upon
receipt of securities purchased by or for the Fund pay
out of the moneys held for the account of the Fund the
total amount payable to the person from whom or the
broker through whom the purchase was made, provided
that the same conforms to the total amount payable as
set forth in such Oral Instructions or Written
Instructions.
(k) Sales of Securities. PFPC Trust shall settle sold securities
upon receipt of Oral Instructions or Written Instructions
from the Fund that specify:
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(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the location to which the security must be delivered and
delivery deadline, if any.
PFPC Trust shall deliver the securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the total amount
payable is the same as was set forth in the Oral Instructions or Written
Instructions. Subject to the foregoing, PFPC Trust may accept payment in
such form as shall be satisfactory to it, and may deliver securities and
arrange for payment in accordance with the customs prevailing among
dealers in securities.
(l) Reports; Proxy Materials.
(i) PFPC Trust shall furnish to the Fund the following
reports:
(A) such periodic and special reports as the Fund
may reasonably request;
(B) a monthly statement summarizing all transactions
and entries for the account of the Fund, listing
securities belonging to the Fund with the
adjusted average cost of each issue and the
market value at the end of such month and
stating the cash account of the Fund including
disbursements;
(C) the reports required to be furnished to the Fund
pursuant to Rule
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17f-4; and
(D) such other information as may be agreed upon
from time to time between the Fund and PFPC
Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or
conversion or similar communication received by it as
custodian of the Property. PFPC Trust shall be under no
other obligation to inform the Fund as to such actions
or events.
(m) Collections. All collections of monies or other property
in respect, or which are to become part, of the Property (but
not the safekeeping thereof upon receipt by PFPC Trust) shall be
at the sole risk of the Fund. If payment is not received by PFPC
Trust within a reasonable time after proper demands have been
made, PFPC Trust shall notify the Fund in writing, including
copies of all demand letters, any written responses, memoranda
of all oral responses and shall await instructions from the
Fund. PFPC Trust shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its
satisfaction. PFPC Trust shall also notify the Fund as soon as
reasonably practicable whenever income due on securities is not
collected in due course and shall provide the Fund with periodic
status reports of such income collected after a reasonable time.
(n) PFPC Trust shall provide administrative support and
customer service to the Fund. These services shall include
oversight and coordination of the above-described services and
contact persons to address issues or problems experienced by
the Fund.
13. DURATION AND TERMINATION. This Agreement shall continue until terminated
by the Fund
19
20
or PFPC Trust on 120 days' prior written notice to the other parties.
14. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notice shall be addressed (a) if to
PFPC Trust at Airport Business Center, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention ▇▇▇ ▇▇▇▇▇▇▇▇, (b) if to the Fund at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: President or (c) at
such other address as shall have been given by like notice to the sender
of any such notice or other communication by the other party. If notice
is sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given five
days after it has been mailed. If notice is sent by messenger, it shall
be deemed to have been given on the day it is delivered.
18. AMENDMENTS. This Agreement, or any term hereof, may be changed or waived
only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. PFPC Trust may assign its rights and delegate
its duties hereunder to any majority-owned direct or indirect subsidiary
of PFPC Trust, or PNC Bank Corp., provided that (i) PFPC Trust receives
the Fund's prior written consent to such assignment or delegation; (ii)
the assignee or delegate agrees to comply with this Agreement and with
the relevant provisions of the 1940 Act and other applicable law; and
(iii) PFPC Trust and such assignee or delegate promptly provide such
information as the Fund may reasonably request, and respond to such
questions as the Fund may reasonably
20
21
ask, relative to the assignment or delegation (including, without
limitation, the capabilities of the assignee or delegate). In the event
of such delegation, PFPC Trust shall remain liable under this Agreement
for the acts of its delegate or assignee.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
22. MISCELLANEOUS.
(a) Entire Agreement. This Agreement shall be deemed to constitute a
separate Agreement between each Fund and PFPC Trust, as if each
Fund had executed a separate Agreement naming only itself and
PFPC Trust as parties. No Fund shall have any liability under
this Agreement for the obligations of any other Fund.
In the case of each Fund that is a series of an investment
company organized as a Massachusetts business trust, the
declarations of trust for each such trust refer to the trustees
collectively as trustees and not as individuals personally, and
the declarations of trust provide that no shareholder, trustee,
officer, employee or agent of the trust shall be subject to
claims against or obligations of the trust to any extent
whatsoever, but that the trust estate only shall be liable.
This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the
21
22
subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
made in Pennsylvania and governed by Pennsylvania law, without
regard to principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution
hereof by such party.
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23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC TRUST COMPANY
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ BALANCED FUND, INC.
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ CAPITAL APPRECIATION FUND
By:
-----------------
Title:
--------------
WARBURG, PINCUS CASH RESERVE FUND, INC.
By:
-----------------
Title:
--------------
23
24
WARBURG, ▇▇▇▇▇▇ EMERGING GROWTH FUND, INC.
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ EMERGING MARKETS FUND, INC.
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ FIXED INCOME FUND
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ GLOBAL FIXED INCOME FUND, INC.
By:
-----------------
Title:
--------------
WARBURG, ▇▇▇▇▇▇ GLOBAL POST-VENTURE CAPITAL
FUND, INC.
By:
-----------------
Title:
--------------
24
25
WARBURG, ▇▇▇▇▇▇ GROWTH & INCOME FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ HEALTH SCIENCES FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ INSTITUTIONAL FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ INTERMEDIATE MATURITY GOVERNMENT
FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND, INC.
By:
---------------------
Title:
------------------
25
26
WARBURG, ▇▇▇▇▇▇ INTERNATIONAL SMALL COMPANY
FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ JAPAN GROWTH FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ JAPAN SMALL COMPANY FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ MAJOR FOREIGN MARKETS FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ NEW YORK INTERMEDIATE MUNICPAL FUND
By:
---------------------
Title:
------------------
26
27
WARBURG, ▇▇▇▇▇▇ NEW YORK TAX EXEMPT FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ POST-VENTURE CAPITAL FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ SMALL COMPANY GROWTH FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ SMALL COMPANY VALUE FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ TRUST
By:
---------------------
Title:
------------------
27
28
WARBURG, ▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUST II
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ WORLDPERKS MONEY MARKET FUND, INC.
By:
---------------------
Title:
------------------
WARBURG, ▇▇▇▇▇▇ WORLDPERKS TAX FREE MONEY MARKET
FUND, INC.
By:
---------------------
Title:
------------------
28
29
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
------------------------ -------------------------
------------------------ -------------------------
------------------------ -------------------------
------------------------ -------------------------
------------------------ -------------------------
------------------------ -------------------------
29
30
SCHEDULE A
- Warburg, ▇▇▇▇▇▇ Balanced Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Capital Appreciation Fund
- Warburg, Pincus Cash Reserve Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Emerging Growth Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Emerging Markets Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Fixed Income Fund
- Warburg, ▇▇▇▇▇▇ Global Fixed Income Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Global Post-Venture Capital Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Growth & Income Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Health Sciences Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Institutional Fund, Inc.:
Emerging Markets Portfolio
International Equity Portfolio
Japan Growth Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Value Portfolio
- Warburg, ▇▇▇▇▇▇ Intermediate Maturity Government Fund, Inc.
- Warburg, ▇▇▇▇▇▇ International Equity Fund, Inc.
- Warburg, ▇▇▇▇▇▇ International Small Company Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Japan Growth Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Japan Small Company Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Major Foreign Markets Fund, Inc.
- Warburg, ▇▇▇▇▇▇ New York Intermediate Municipal Fund
- Warburg, ▇▇▇▇▇▇ New York Tax Exempt Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Post-Venture Capital Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Small Company Growth Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Small Company Value Fund, Inc.
- Warburg, ▇▇▇▇▇▇ Trust:
Emerging Markets Portfolio
Growth & Income Portfolio
International Equity Portfolio
Small Company Growth Portfolio
- Warburg, ▇▇▇▇▇▇ Trust II:
Fixed Income Portfolio
Global Fixed Income Portfolio
- Warburg, ▇▇▇▇▇▇ WorldPerks Money Market Fund, Inc.
- Warburg, ▇▇▇▇▇▇ WorldPerks Tax Free Money Market Fund, Inc.
