CUSTODIAN CONTRACT
This Contract is between Warburg Pincus Growth & Income Fund, a
corporation organized and existing under the laws of the State of Maryland,
having a Board of Directors (the "Board") and its principal place of business at
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company having its principal place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Custodian"),
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of the assets of
the Fund, including securities which the Fund desires to be held in places
within the United States of America ("domestic securities") and securities it
desires to be held outside the United States of America ("foreign securities")
pursuant to the provisions of the Fund's Articles of Incorporation, as amended
from time to time (the "Charter"). The Fund agrees to deliver to the Custodian
its securities and cash, all payments of income, payments of principal or
capital distributions received by it with respect to such securities owned by it
from time to time, and, in the Fund's discretion, cash consideration received by
it for new or treasury shares of capital stock of the Fund as may be issued or
sold from time to time ("Shares"). The Custodian shall not be responsible for
any property of the Fund held or received by the Fund and not delivered to (i)
the Custodian to be held by it, (ii) a sub-custodian located in the United
States and employed pursuant to this Article 1 or (iii) a foreign sub-custodian
or a foreign securities system employed pursuant to Article 3.
Upon receipt of "Proper Instructions" (as such term is defined in
Article 5 of this Contract), the Custodian shall on behalf of the Fund from time
to time employ one or more sub-custodians located in the United States of
America, including any state or political subdivision thereof and any territory
over which its political sovereignty extends (the "United States" or "U.S."),
but only in accordance with an applicable vote by the Board. The Custodian may
also employ as sub-custodians for the Fund's foreign securities the foreign
sub-custodians and foreign securities depositories designated in Schedule A
hereto but only in accordance with the terms hereof and an applicable vote of
the Board.
2. Duties of the Custodian with Respect to Property of the Fund Held by
the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of the Fund non-cash property to be held by it in the
United States including all domestic securities owned by the Fund other
than (a) securities which are maintained in a "U.S. Securities System"
(as such term is defined in Section 2.10 of this Contract) and (b)
commercial paper of an issuer for which State Street Bank and Trust
Company acts as issuing and paying agent ("Direct Paper System") which
is deposited and/or maintained in the Custodian's Direct Paper Book
Entry System pursuant to Section 2.11.
2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by the Fund and (i) held by the Custodian,
(ii) held in an account of the Custodian in a U.S. Securities System
(as defined in Section 2.10 hereof) or (iii) held in the Direct Paper
System Account (as defined in Section 2.11 hereof), only upon receipt
of Proper Instructions from the Fund, which may be continuing
instructions when deemed appropriate by the parties, and only in the
cases listed below. Any U.S. Securities System account shall not
include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for its customers ("U.S. Securities
System Account"). The Custodian's Direct Paper Book-Entry System
account shall not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for its customers ("Direct
Paper System Account").
1) Upon sale of such securities for the account of the Fund and
receipt of full payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.10
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Fund; provided that the
Custodian shall have taken reasonable steps to ensure timely
collection of the payment for, or the return of, such
securities by the depository agent;
5) 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 the Custodian; and
provided further that the Custodian shall have taken
reasonable steps to ensure timely collection of such cash or
other consideration;
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6) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees
of the Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.9 or into the name or nominee
name of any domestic sub-custodian appointed pursuant to
Article 1; or for exchange 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 the
Custodian;
7) In the case of delivery of physical certificates or
instruments representing securities, upon the sale of such
securities for the account of the Fund, to the broker or its
clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that, in
any such case, the Custodian shall have taken reasonable steps
to ensure prompt collection of the payment for, or the return
of, such securities by the broker or its clearing agent, the
Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement or
protective plan; provided that, in any such case, the new
securities and/or cash are to be delivered to the Custodian;
9) In the case of warrants, puts, calls, futures contracts,
options, rights or similar securities, the surrender thereof
in the exercise or sale of such warrants, puts, calls, futures
contracts, options, rights or similar securities; provided
that, in any such case, the securities and cash received in
exchange therefor are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Fund to the borrower thereof in accordance with the
terms of a written securities lending agreement to which the
Fund is a party or is otherwise approved by the Fund, but only
against receipt of adequate collateral, as agreed upon from
time to time by the Custodian and the Fund, which may be in
the form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's U.S. Securities System Account,
the Custodian will not be held liable or responsible for the
delivery of securities owned by the Fund prior to the receipt
of such collateral provided that, if Proper Instructions
require such delivery to be
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made through a U.S. Securities System, such delivery is made
in accordance with the requirements of such U.S. Securities
System;
11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, 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 of
any similar organization or organizations, regarding account
deposits in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent for the
Fund (the "Transfer Agent"), for delivery to such Transfer
Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the Fund's currently effective prospectus and statement of
additional information (the "Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption;
15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions from the Fund, a copy
of a resolution of the Board or of any executive committee
thereof signed by an officer of the Fund and certified by the
Fund's Secretary or Assistant Secretary (a "Certified
Resolution") specifying the securities of the Fund to be
delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of
such securities shall be made; and
16) Upon the termination of this Contract as hereinafter set
forth, in accordance with Article 16 hereof.
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2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Fund or in the name of any nominee of the Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Fund,
unless the Fund has authorized in writing the appointment of a nominee
to be used in common with other registered investment companies having
the same investment adviser as the Fund, or in the name or nominee name
of any agent appointed pursuant to Section 2.9 or in the name or
nominee name of any domestic sub-custodian appointed pursuant to
Article 1. The Fund reserves the right to instruct the Custodian as to
the method of registration and safekeeping of its securities. All
securities accepted by the Custodian on behalf of the Fund under the
terms of this Contract shall be in "street name" or other good delivery
form at the time of delivery on behalf of the Fund.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund,
subject only to draft or order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for
the account of the Fund, other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3 under
the Investment Company Act of 1940, as amended (the "1940 Act"). Cash
held by the Custodian for the Fund may be deposited by it to its credit
as Custodian in the banking department of the Custodian or in such
other banks or trust companies (a "Banking Institution") as it may in
its discretion deem necessary or desirable; provided, however, that
every Banking Institution shall be qualified to act as a custodian
under the 1940 Act, and that each such Banking Institution and the cash
to be deposited with each Banking Institution on behalf of the Fund
shall be approved by vote of a majority of the Board. Such cash shall
be deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon agreement between the Fund and the
Custodian, the Custodian shall, upon the receipt of Proper Instructions
from the Fund make federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and the Custodian in
the amount of checks received in payment for Shares which are deposited
into the Fund's account.
2.6 Collection of Income. Subject to the provisions of the last sentence of
the first paragraph of this Section 2.6, the Custodian shall collect on
a timely basis all income and other payments with respect to United
States-registered securities held hereunder to which the Fund shall be
entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other
payments with respect to domestic bearer securities if, on the date of
payment by the issuer, such securities are held by the Custodian or its
agent thereof and shall credit such income, as collected, to such
Fund's account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and
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when they become due and shall collect interest when due on securities
held hereunder. If payment is not received by the Custodian within a
reasonable time after proper demands have been made, the Custodian
shall so notify the Fund in writing and send copies of all demand
letters, any written responses and memoranda of all oral responses to
telephonic demands therefor. If, however, the Fund directs the
Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts to timely collect income due the Fund on such
securities.
Collection of income due the Fund on domestic securities
loaned pursuant to the provisions of Section 2.2(10) shall be the
responsibility of the Fund; the Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund
with such information or data in its possession as may be necessary to
assist the Fund in arranging for the timely delivery to the Custodian
of the income to which the Fund is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out monies of the Fund in the
following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Fund but only (a) against the delivery of such securities
or evidence of title to such options, futures contracts or
options on futures contracts to the Custodian (or any bank,
banking firm or trust company doing business in the United
States or abroad which is qualified under the 1940 Act to act
as a custodian and has been designated by the Custodian as its
agent for this purpose) registered in the name of the Fund or
in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the
case of a purchase effected through a U.S. Securities System,
in accordance with the conditions set forth in Section 2.10
hereof; (c) in the case of a purchase involving the Direct
Paper System, in accordance with the conditions set forth in
Section 2.11; (d) in the case of repurchase agreements entered
into between the Fund and the Custodian, another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Fund of securities owned by
the Custodian along with written evidence of the agreement by
the Custodian to repurchase such securities from the Fund or
(e) for transfer to a time deposit account of the Fund in any
bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker
and/or the applicable bank pursuant to Proper Instructions
from the Fund as defined in Article 5;
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2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 (4),
(5), (8) or (9) hereof;
3) For the redemption or repurchase of Shares as set forth in
Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, advisory fees,
administration fees, accounting fees, transfer agent fees,
legal fees and operating expenses of the Fund whether or not
such expenses are to be in whole or part capitalized or
treated as deferred expenses;
5) For the payment of any dividends and capital distributions on
Shares declared pursuant to the Charter and Prospectus;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund, a Certified
Resolution specifying the amount of such payment, setting
forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made; and
8) Upon the termination of this Contract as hereinafter set
forth, in accordance with Article 16.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of domestic securities
for the account of a the Fund is (i) made by the Custodian in advance
of receipt of the securities purchased and (ii) such payment in advance
of receipt is not made with respect to a transaction settling via the
Depository Trust Company, in the absence of Proper Instructions from
the Fund to so pay in advance the Custodian shall be absolutely liable
to the Fund for the non-receipt of such securities purchased except as
specifically stated otherwise in Sections 2.7(1)(e), 2.7(2) and 2.10(3)
of this Contract, in which case the Custodian will be subject to the
standard of care set forth in Article 13 hereof.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act, as its agent to
carry out such of the provisions of this Article 2 as the Custodian may
from time to time direct; provided, however, that the appointment of
any agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder.
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2.10 Deposit of Securities in U.S. Securities Systems. The Custodian may
deposit and/or maintain domestic securities owned by the Fund in a
clearing agency registered with the Securities and Exchange Commission
(the "SEC") under Section 17A of the Exchange Act, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal agencies or its
successor or successors (each a "U.S. Securities System") in accordance
with applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:
1) The Custodian may keep eligible domestic securities of the
Fund in a U.S. Securities System provided that such securities
are held in a U.S. Securities System Account;
2) The records of the Custodian with respect to securities of the
Fund which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Fund;
3) The Custodian shall pay for domestic securities purchased for
the account of the Fund only upon (i) receipt of advice from
the U.S. Securities System that such securities have been
transferred to the U.S. Securities System Account and (ii) the
making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund. The
Custodian shall transfer securities sold for the account of
the Fund only upon (x) receipt of advice from the U.S.
Securities System that payment for such securities has been
transferred to the U.S. Securities System Account and (y) the
making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Fund. Copies
of all advices from the U.S. Securities System of transfers of
securities for the account of the Fund shall identify the
Fund, be maintained for the Fund by the Custodian and be
provided to the Fund at its request. Upon request, the
Custodian shall furnish the Fund confirmation of each transfer
to or from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
U.S. Securities System for the account of the Fund;
4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the U.S. Securities System's accounting
system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities
System;
5) The Custodian shall have received from the Fund the initial
certificate required by Article 14 hereof; and
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6) The Custodian, at the Fund's expense in the absence of
negligence or willful misconduct on the Custodian's part or on
the part of sub-custodians or agents appointed pursuant to
this Contract, shall enforce on behalf of the Fund such rights
as it may have against the U.S. Securities System. Anything to
the contrary in this Contract notwithstanding, the Custodian
shall be liable to the Fund for any loss or damage to the Fund
resulting from use of the U.S. Securities System by reason of
any negligence, misfeasance, bad faith or misconduct of the
Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent
to enforce effectively such rights as it may have against the
U.S. Securities System. At the election of the Fund, it shall
be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the U.S. Securities System
or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Fund has not been made whole for any such loss or
damage.
2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian
may deposit and/or maintain securities owned by the Fund in the Direct
Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund;
2) The Custodian may keep Fund securities in the Direct Paper
System only if such securities are represented in the Direct
Paper Account;
3) The records of the Custodian with respect to securities of the
Fund which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the records
of the Custodian to reflect such payment and transfer of
securities to the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon the
making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the
Fund;
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form of a
written advice or notice, of Direct Paper on the next business
day following such transfer and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's
transaction in the Direct Paper System for the account of the
Fund; and
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6) The Custodian shall provide the Fund with any report on its
accounting system, internal accounting control and procedures
for safeguarding securities deposited in the Direct Paper
System which had been prepared as of the time of such request.
2.12 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund establish and maintain a segregated account
or accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in a U.S. Securities System Account by the
Custodian pursuant to Section 2.10 hereof (i) in accordance with the
provisions of any agreement among the Fund, the Custodian 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 or of any registered national securities exchange
(or the Commodity Futures Trading Commission and/or any contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash and/or securities in
connection with (a) options purchased, sold or written by the Fund, (b)
commodity futures contracts or options thereon purchased, sold or
written by the Fund or (c) other transactions requiring segregation as
described in the Fund's registration statement as in effect from time
to time, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the SEC relating to the maintenance
of segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but only, in the case of this clause
(iv), upon receipt of, in addition to Proper Instructions from the
Fund, a Certified Resolution setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper
corporate purposes.
2.13 Proxies. The Custodian or its sub-custodian shall, with respect to the
domestic securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities are
registered otherwise than in the name of the Fund or a nominee of the
Fund, all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the Fund all
proxies, including those for bearer securities, all proxy soliciting
materials and all notices relating to such securities.
2.14 Communications Relating to Fund Securities. The Custodian shall
transmit promptly to the Fund all written notices, announcements or
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in
connection therewith, notices of exercise of call and put options
written by the Fund and the maturity of futures contracts and options
thereon purchased or sold by the Fund) received by the Custodian from
issuers of the securities being held for the Fund. With respect to
tender or exchange offers or other similar transactions, the Custodian
shall transmit promptly to the Fund all written notices, announcements
or information
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received by the Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or its agents) making the
tender or exchange offer. If the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall utilize its best
efforts to notify the Fund of relevant corporate actions including,
without limitation, pendency of calls, maturities, tender or exchange
offers. If the Fund desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Fund shall
notify the Custodian at least two (2) business days prior to the date
on which the Custodian is to take such action; with respect to notice
given by the Fund to the Custodian subsequent thereto, the Custodian
shall use its best efforts under the circumstances to take the
requested action.
2.15 Reports to Fund by Independent Public Accountant. The Custodian shall
provide the Fund with reports by independent public accountants on
accounting system, internal accounting control and procedures for
safeguarding cash, securities, futures contracts and options on futures
contracts and other assets, including cash, securities and other assets
deposited and/or maintained in a U.S. Securities System (as defined in
Section 2.10) or with a sub-custodian, relating to the services
provided by the Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as may reasonably be
required by the Fund to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.
3. Duties of the Custodian with Respect to Property of the Fund Held
Outside the United States
3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Fund's
securities and other assets maintained outside the United States
eligible foreign custodians as defined in Rule 17f-5 under the 1940 Act
("Rule 17f-5") designated on Schedule A hereto (the "foreign
sub-custodians"). Upon receipt of Proper Instructions, together with a
Certified Resolution, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional or
different foreign sub-custodians. Upon receipt of Proper Instructions,
the Fund may instruct the Custodian to cease the employment of any one
or more such foreign sub-custodians for maintaining custody of the
Fund's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5, (b)
cash and cash equivalents in such amounts as the Custodian may
determine to be reasonably necessary to effect the Fund's foreign
securities transactions and (c) such cash and securities as the Fund
shall give Proper Instructions to be held in segregated accounts
pursuant to Section 3.21 hereof. The
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Custodian shall identify on its books as belonging to the Fund the
foreign securities of the Fund held by each foreign sub-custodian.
3.3 Foreign Securities Systems. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Fund shall be
maintained in a clearing agency or a securities depository within the
meaning of Rule 17f-5(c)(2)(iii) and (iv) listed on Schedule A (each a
"foreign securities system") only through arrangements implemented by
the foreign banking institutions (as defined in Section 3.5 below)
serving as sub-custodians pursuant to the terms hereof (foreign
securities systems and U.S. Securities Systems are referred to herein
collectively as the "Securities Systems"). Where possible after
reasonable efforts, such arrangements shall include entry into
agreements containing the provisions set forth in Section 3.5 hereof.
3.4 Holding Securities. The Custodian may hold securities and other
non-cash property for all of its customers, including the Fund, with a
foreign sub-custodian in a single account that is identified as
belonging to the Custodian for the benefit of its customers; provided,
however, that (i) the records of the Custodian with respect to
securities and other non-cash property of the Fund which are maintained
in such account shall identify by book-entry those securities and other
non-cash property belonging to the Fund, (ii) the Custodian shall
require that the securities and other non-cash property so held by the
foreign sub-custodian be held separately from the assets of the foreign
sub-custodian or of others, (iii) the Custodian shall reconcile the
holdings of each customer in the single account daily, and (iv) such
holding shall be consistent with the terms of the SEC staff no-action
letter to the Custodian (NO. 95-35-CC) or subsequent SEC position or
Rule.
3.5 Agreements with Foreign Banking Institutions. Each agreement with a
foreign sub-custodian as defined in Rule 17f-5(c)(2)(i) or (ii) (each a
"foreign banking institution") shall provide that (a) the Fund's assets
will be indemnified or its assets insured in the event of loss; (b) the
assets of the Fund 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
their safe custody or administration; (c) beneficial ownership of the
assets of the Fund will be freely transferable without the payment of
money or value other than for custody or administration; (d) adequate
records will be maintained identifying the assets as held by the
Custodian on behalf of its customers; (e) officers of or auditors
employed by or other representatives of the Custodian, including to the
extent permitted under applicable law the independent public
accountants for the Fund, will be given access to the books and records
of the foreign banking institution relating to its actions under its
agreement with the Custodian; (f) assets of the Fund held by the
foreign sub-custodian will be subject only to the instructions of the
Custodian or its agents; and (g) such foreign banking institution shall
notify the Custodian in the event that it ceases to qualify as either a
branch of a "qualified U.S. bank" or an "eligible foreign custodian",
as such terms are defined in Rule 17f-5(c), as amended.
12
3.6 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use reasonable efforts to arrange for the
independent accountants of the Fund to be afforded access to the books
and records of the foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.
3.7 Delivery of Securities. The Custodian (or its foreign sub-custodian)
shall release and deliver foreign securities of the Fund held by the
foreign sub-custodian, or in a foreign securities system account of the
Custodian (or its foreign sub-custodian), only upon receipt of Proper
Instructions from the Fund, which may be continuing instructions when
deemed appropriate by the parties, and only in the following cases:
(a) Upon sale of such securities for the Fund in accordance with
reasonable market practice in the jurisdiction where such
securities are held or traded, including, without limitation:
(i) delivery against expectation of receiving later payment
where such delivery is the customarily established securities
trading practice generally accepted by Institutional Clients
(as hereinafter defined) in the jurisdiction or market where
the transaction occurs; or (ii) in the case of a sale effected
through a foreign securities system, in accordance with the
rules governing the operation of the foreign securities
system;
(b) In connection with any repurchase agreement related to such
securities;
(c) To the depository agent in connection with tender or other
similar offers for securities of the Fund; provided that the
Custodian (or its foreign sub-custodian) shall have taken
reasonable steps in accordance with procedures generally
accepted by Institutional Clients in the particular market to
ensure timely collection of the payment for, or the return of,
such securities by the depository agent;
(d) 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 the Custodian (or its
foreign sub-custodian); and provided further that the
Custodian (or its foreign sub-custodian) shall have taken
reasonable steps in accordance with procedures generally
accepted by Institutional Clients in the particular market to
ensure timely collection of such cash or other consideration;
(e) To the issuer thereof, or its agent, for transfer into the
name of the Custodian (or its foreign sub-custodian) or of any
nominee of the Custodian (or its foreign sub-custodian) or for
exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units;
13
provided that, in any such case, the new securities are to be
delivered to the Custodian (or its foreign sub-custodian);
(f) To brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that, in any such case, the Custodian (or its
foreign sub-custodian) shall have taken reasonable steps in
accordance with procedures generally accepted by Institutional
Clients in the particular market to ensure prompt collection
of the payment for, or the return of, such securities by the
broker, clearing bank or clearing agent, the Custodian (or its
foreign sub-custodian) shall have no responsibility or
liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities
except as may arise from the negligence or willful misconduct
of the Custodian (or of its foreign sub-custodian);
(g) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and/or
cash are to be delivered to the Custodian (or its foreign
sub-custodian) in accordance with procedures generally
accepted by Institutional Clients in the particular market;
(h) In the case of warrants, puts, calls, futures contracts,
options, rights or similar securities, the surrender thereof
in the exercise or sale of such warrants, puts, calls, futures
contracts, options, rights or similar securities; provided
that, in any such case, the securities and cash received in
exchange therefor are to be delivered to the Custodian (or its
foreign sub-custodian) in accordance with procedures generally
accepted by Institutional Clients in the particular market;
(i) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets of the Fund, but only
against receipt of amounts borrowed;
(j) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(k) In connection with the loan of securities made by the Fund to
the borrower thereof in accordance with (i) the terms of a
written securities lending agreement to which the Fund and
State Street Bank and Trust Company, as lending agent, are
parties or (ii) in accordance with the terms of Proper
Instructions;
14
(l) For any other purpose, but only upon receipt of a Certified
Resolution and Proper Instructions specifying the securities
to be delivered, setting forth the purpose for which delivery
is to be made, declaring such purpose to be a proper corporate
purpose and naming the person or persons to whom delivery of
such securities shall be made; and
(m) Upon termination of this Contract as hereinafter set forth, in
accordance with Article 16 hereof.
3.8 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct its foreign
sub-custodians to pay out, monies of the Fund in the following cases
only:
(a) Upon the purchase of foreign securities, options, futures or
options on futures contracts for the Fund, unless otherwise
directed by Proper Instructions, by (i) delivering money to
the seller thereof or to a dealer therefor (or an agent for
such seller or dealer), against delivery of such securities to
the foreign sub-custodian; or (ii) in accordance with the
customarily established securities trading practices generally
accepted by Institutional Clients in the jurisdiction or
market in which the transaction occurs, against expectation of
receiving later delivery of such securities; or (iii) in the
case of a purchase effected through a foreign securities
system, in accordance with the rules governing the operation
of such foreign securities system;
(b) In connection with the conversion, exchange or surrender of
securities of the Fund as set forth in Section 3.7 hereof;
(c) For the payment of any expense or liability including but not
limited to the following payments for the account of the Fund:
interest, taxes, advisory, administration, accounting,
transfer agent and legal fees, and operating expenses;
(d) For the purchase or sale of foreign exchange or foreign
exchange contracts for the Fund, including transactions
executed with or through the Custodian or its foreign
sub-custodians;
(e) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(f) In connection with the borrowing of securities;
15
(g) For any purpose, but only upon receipt of a Certified
Resolution and Proper Instructions specifying the amount of
such payment and naming the person or persons to whom such
payment is to be made; and
(h) Upon termination of this Contract as hereinafter set forth, in
accordance with Article 16 hereof.
3.9 Market Conditions. Notwithstanding any provision of this Contract to
the contrary, settlement and payment for securities received for the
account of the Fund and delivery of securities maintained for the
account of the Fund may be effected in accordance with the customary
securities trading or securities processing practices and procedures
generally accepted by Institutional Clients 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. For purposes of this Contract, "Institutional
Clients" means U.S. registered investment companies, or major,
U.S.-based commercial banks, insurance companies, pension funds or
substantially similar financial institutions which as a part of their
ordinary business operations, purchase or sell securities and make use
of non-U.S. custodial services. For the purposes of this section, the
"DVP/RVP Model" is a settlement system which offers a simultaneous and
irrevocable exchange of securities (on the delivery side) and cash
value (on the payment side) to settle a transaction. The Custodian will
provide the Fund (i) with a copy of The Guide to Custody in World
Markets, which at the time of its printing shall contain the
Custodian's best information with respect to customary securities
trading or securities processing practices and procedures generally
accepted by Institutional Clients in the jurisdictions and markets set
forth therein, (ii) a summary extracted therefrom and dated the date
hereof which shall set forth the Custodian's best information with
respect to the markets in which some or all securities transactions do
not settle in accordance with the DVP/RVP Model, and (iii) updates to
The Guide to Custody in World Markets as published and to the
aforementioned summary as appropriate.
3.10 Registration of Securities. Securities maintained in the custody of a
foreign banking institution (other than bearer securities) shall be
registered in the name of the Fund or in the name of any nominee of the
Fund or in the name of any nominee of the Custodian or of such foreign
banking institution, and the Fund agrees to hold any such nominee
harmless from any liability arising solely as a result of its status as
a holder of record of such securities unless liability results from the
negligence, bad faith or willful misconduct on the part of such
nominee, the Custodian or such foreign banking institution. The
Custodian and its foreign sub-custodian shall not be obligated to
accept securities on behalf of the Fund under the terms of this
Contract unless the form of such securities and the manner in which
they are delivered are in accordance with reasonable market practice in
the particular jurisdiction and generally accepted by Institutional
Clients.
16
3.11 Bank Accounts. The Custodian (or its foreign sub-custodian) may open
and maintain outside the United States a bank account or bank accounts
on behalf of the Fund in foreign banking institutions designated on
Schedule A, subject only to draft or order by the Custodian or its
foreign sub-custodian, acting pursuant to the terms of this Contract to
hold cash received by or from or for the account of the Fund.
3.12 Collection of Income. The Custodian (or its foreign sub-custodian)
shall use reasonable efforts in accordance with market practice
generally accepted by Institutional Clients to collect all income and
other payments in due course with respect to the securities held
hereunder to which the Fund shall be entitled and shall credit such
income, as collected, to the Fund. With respect to Fund securities held
in an account with a foreign banking institution as described in
Section 3.4 hereof, income collected with respect to such securities
will be allocated to the Fund pro-rata based on the Fund's settled and
registered position in such securities. In the event that extraordinary
measures are required to collect such income, the Fund and the
Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian attendant thereto.
Collection of income due the Fund on securities loaned shall be the
responsibility of the Fund; the Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund
with such information or data in its possession as may be necessary to
assist the Fund in arranging for the timely delivery to the Custodian
or its foreign sub-custodians of the income to which the Fund is
properly entitled.
3.13 Appointment of Agents. The Custodian (or its foreign sub-custodian) may
at any time or times in its discretion appoint (and may at any time
remove) agents to carry out such of the provisions of this Article 3 as
the Custodian (or its foreign sub-custodian) may from time to time
direct; provided, however, that any such agent shall be an "eligible
foreign custodian" within the meaning of Rule 17f-5 under the 1940 Act
and that the appointment of any agent shall not relieve the Custodian
(or such foreign sub-custodian) of its responsibilities or liabilities
hereunder.
3.14 Proxies. The Custodian will generally, with respect to the foreign
securities held under this Article 3, use best efforts accepted by
Institutional Clients to facilitate the exercise of voting and other
shareholder proxy rights, subject always to the laws, regulations and
practical constraints that may obtain in the jurisdiction where such
securities are issued. The Fund acknowledges that local conditions may
have the effect of severely limiting the ability of the Fund to
exercise shareholder rights.
3.15 Communications Relating to Fund Securities. The Custodian shall
transmit promptly to the Fund written information (including, without
limitation, pendency of calls and maturities of securities and
expirations of rights in connection therewith) received by the
Custodian via its sub-custodians from issuers of the securities being
held for the account of the Fund. With respect to tender or exchange
offers, the Custodian shall transmit
17
promptly to the Fund written information so received by the Custodian
from issuers of the securities whose tender or exchange is sought or
from the party (or his or its agents) making the tender or exchange
offer. Provided the Custodian has complied with the requirements in the
previous sentence, the Custodian shall not be liable for any untimely
exercise of any tender, exchange or other right or power in connection
with securities or other property of the Fund at any time held by it or
its foreign subcustodians unless (i) it or its foreign subcustodians
are in actual possession of such securities or property and (ii) it
receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least three business
days prior to the date on which such right or power is to be exercised.
With respect to Proper Instructions received by the Custodian
thereafter, the Custodian shall use its best efforts in the light of
local conditions to take the requested action.
3.16 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution (i) to exercise reasonable
care in the performance of its duties and (ii) to indemnify, and hold
harmless, the Custodian and the Fund from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with
the institution's performance of such obligations. The Custodian shall
take reasonable steps, which, in the absence of negligence or willful
misconduct on the Custodian's part or on the part of the relevant
foreign banking institution, shall be at the Fund's expense, to enforce
effectively (i) the rights of the Custodian and the Fund under such
agreements and (ii), in the event of any loss, damage, cost, expense,
liability or claim arising out of or in connection with the performance
of a foreign securities system, the rights of the Custodian, the
applicable foreign banking institution or the Fund against such system.
3.17 Subrogation. If the Custodian shall be unsuccessful in enforcing its
and the Fund's rights as set forth in Section 3.16 hereof, it shall so
inform the Fund, noting the steps it has taken. Thereafter, at the
election of the Fund, (a) the Fund shall be entitled to be subrogated
to the rights of the Custodian with respect to any claims against a
foreign banking institution as a consequence of any such loss, damage,
cost, expense, liability or claim if and to the extent that the Fund
has not been made whole for any such loss, damage, cost, expense,
liability or claim, (b) the Fund shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims against a
foreign securities system which the Custodian may have as a consequence
of any loss, damage, cost, expense, liability or claim arising out of
or in connection with the performance by a foreign securities system if
and to the extent that the Fund has not been made whole for any such
loss, damage, cost, expense, liability or claim, and (c) the Custodian
shall to the extent allowable under applicable law, take commercially
reasonable steps to procure the subrogation to the Fund of the foreign
banking institution's rights against the foreign securities system as a
consequence of any loss, damage, cost, expense, liability or claim
arising out of or in connection with the performance by a foreign
securities system if and
18
to the extent that the Fund has not been made whole for any such loss,
damage, cost, expense, liability or claim.
3.18 Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund, during the month of June, information concerning each foreign
sub-custodian listed from time to time on Schedule A. Such information
shall be similar in kind and scope to that furnished to the Fund in
connection with the initial approval of this Contract, but shall also
include a report concerning any recommendations to consider change of a
foreign subcustodian (including the reason for said change). In
addition, the Custodian will provide the Fund with such information as
the Fund shall reasonably request in order to enable the Fund to comply
with Rule 17f-5. In addition, the Custodian will promptly inform the
Fund in writing in accordance with Article 17 in the event that the
Custodian learns of (i) a material adverse change in the condition,
financial or otherwise, of a foreign sub-custodian, (ii) any loss of
the assets of the Fund or (iii), in the case of any foreign
sub-custodian not the subject of an exemptive order from the SEC
modifying the shareholder equity requirement under Rule 17f-5, is
notified by such foreign sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity will decline below
$200 million or that its shareholders' equity has declined below $200
million (in each case in terms of U.S. dollars or the local currency
equivalent thereof and computed in accordance with generally accepted
U.S. accounting principles).
3.19 State Street London. Cash held for the Fund in the United Kingdom shall
be maintained in an interest bearing account established for the Fund
with the Custodian's London branch, which account shall be subject to
the direction of the Custodian, State Street London Ltd. or both.
3.20 Tax Law. It shall be the responsibility of the Custodian and the
foreign banking institutions to use reasonable efforts and due care to
perform such steps typical for persons acting as global custodian for
Institutional Clients as are required to collect any tax refund, to
ascertain the appropriate rate of tax withholding and to provide such
documents as may be required to enable the Fund to receive appropriate
tax treatment under applicable tax laws and any applicable treaty
provisions. Except to the extent that imposition of such item arises
from the Custodian's or the foreign banking institutions' failure to
perform in accordance with the terms of this Section, the Custodian
shall have no responsibility or liability for any obligations now or
hereafter imposed on the Fund, the Fund's custody account in the
relevant jurisdiction or the Custodian as custodian of the Fund by the
tax law of the domicile of the Fund's custody account in the
jurisdiction or of any jurisdiction in which the Fund is invested or
any political subdivision thereof. Unless otherwise informed by the
Fund in writing, the Custodian, in performance of its duties under this
Section, shall be entitled to apply treatment of the Fund according to
the nationality of the Fund, the particulars of its organization and
other relevant details that shall be supplied by the Fund. The
Custodian shall be entitled to rely on any information supplied in
writing by an authorized representative of the Fund. The Custodian may
19
engage reasonable professional advisors knowledgeable about the subject
matter, which may include attorneys, accountants or financial
institutions in the regular business of investment administration, and
may rely upon advice received therefrom. It shall be the duty of the
Fund to inform the Custodian of any change in the organization,
domicile or other relevant fact concerning tax treatment of the Fund,
and further to inform the Custodian if the Fund is or becomes the
beneficiary of any special ruling or treatment not applicable to the
general nationality and category of entity of which the Fund is a part
under general laws and treaty provisions.
3.21 Segregated Account. The Custodian shall, upon receipt of Proper
Instructions from the Fund, establish and maintain, or cause the
applicable foreign banking institution to establish and maintain, a
segregated account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or securities (i)
in accordance with the provisions of any agreement among the Fund, the
Custodian (or such foreign banking institution) 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 or of any registered national securities exchange (or the
Commodity Futures Trading Commission and/or any contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for
purposes of segregating cash and/or securities in connection with (a)
options purchased, sold or written by the Fund, (b) commodity futures
contracts or options thereon purchased, sold or written by the Fund or
(c) other transactions requiring segregation as described in the Fund's
registration statement as in effect from time to time, (iii) for the
purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the SEC relating to the maintenance of segregated accounts
by registered investment companies and (iv) for other proper corporate
purposes, but only, in the case of this clause (iv), upon receipt of,
in addition to Proper Instructions from the Fund, a Certified
Resolution, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
4. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the Fund such payments as are
received for Shares issued or sold from time to time. The Custodian will provide
timely notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares.
20
From such funds as may be available for the purpose but subject to the
limitations of the Charter and any applicable votes of the Board pursuant
thereto, the Custodian shall, upon receipt of instructions from the Transfer
Agent, make funds available for payment to holders of Shares who have delivered
to the Transfer Agent a request for redemption or repurchase of their Shares.
5. Proper Instruction
Proper Instructions as used throughout this Contract means a writing
signed or initialed by two persons as the Board shall have from time to time
authorized. Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific statement of the purpose for which
such action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in writing,
provided that the fact that such confirming written instructions are not
received by the Custodian shall in no way invalidate the enforceability of
transactions authorized by oral instructions. For purposes of this Section,
Proper Instructions shall include instructions received by the Custodian
pursuant to any three - party agreement which requires a segregated asset
account in accordance with Sections 2.12, 3.7(j), 3.8(e) and 3.20.
5A. Contractual Settlement
The Custodian shall credit or debit the appropriate cash account of the
Fund in connection with the purchase, sale, maturity, redemption or other
disposition of securities and other Fund assets held hereunder on an actual
settlement basis. Notwithstanding the foregoing, with respect to the markets set
forth on Schedule E hereto the Custodian may, in its sole discretion, from time
to time agree to provide the Fund with an arrangement whereby the Fund will be
given the opportunity of settling the purchase, sale, maturity, redemption or
other disposition of Fund securities to be held hereunder in the manner and
subject to the terms and limitations described in this Article 5A. A transaction
to which these contractual settlement provisions applies shall be called a
"Covered Transaction."
(a) With respect to a Covered Transaction that represents a
purchase of securities, the Custodian shall debit the Fund's
cash account in accordance with Proper Instructions as of the
time and date that monies would ordinarily be required to
settle such a transaction in the applicable markets as set
forth on Schedule E hereto. Such amounts shall be re-credited
to the appropriate cash account on settlement date upon Proper
Instructions to the Custodian that the Fund has canceled the
Covered Transaction.
21
(b) With respect to the settlement of a Covered Transaction which
is a sale, maturity, redemption or other disposition,
provisional credit of an amount equal to the net sale,
maturity, redemption or other disposition proceeds of the
transaction (the "Settlement Amount") shall be made to the
account of the Fund as if the Settlement Amount had been
received as of the close of business on the date that monies
would ordinarily be required to settle such transaction in the
applicable markets as set forth on Schedule E. Such
provisional credit will be made if the Custodian has received
Proper Instructions with respect to, or reasonable notice of,
the Covered Transaction, as applicable, and if the Custodian
or its agents are in possession of the asset(s) associated
with the Covered Transaction in good deliverable form and are
not aware of any facts which would lead them to reasonably
believe that the Covered Transaction will not settle in the
time period ordinarily applicable to transactions in the
applicable market. In the event that the Custodian determines
not to provide a provisional credit with respect to a
particular transaction, the Custodian will promptly notify the
Fund of this determination.
(c) For each Covered Transaction with respect to which the
Custodian shall provide provisional credit in an amount up to
the Settlement Amount (the "Credited Amount"), simultaneously
with the making of such provisional credit, the Fund agrees
that the Custodian shall have, and hereby grants to the
Custodian, a first- priority security interest in any property
at any time held for the account of the Fund to the full
extent of the Credited Amount.
(d) The Custodian shall have the right, upon sending notice to the
Fund, to reverse any provisional credit given in accordance
with subsection (b) hereof in the event that the actual
proceeds of the subject Covered Transaction have not been
received by the Custodian, its agents or its sub-custodians
within thirty (30) days of having made such provisional credit
or at any time when the Custodian believes for reasonable
cause that such Covered Transaction will not settle in
accordance with its terms or amounts due pursuant thereto will
not be collectable, as applicable (in which case the notice
required herein will contain a description of such cause),
whereupon (i) the Custodian shall promptly notify the Fund
with respect thereto and (ii) a sum equal to the Credited
Amount shall become immediately payable by the Fund to the
Custodian and may be debited from any cash account held for
benefit of the Fund in accordance with the terms of any notice
given hereunder; the Custodian's right to debit the account as
set forth above shall not be contingent on the giving of
notice to the Fund. The amount of any accrued dividends,
interest and other distributions with respect to assets
associated with such Covered Transaction may be set off
against the Credited Amount.
22
(e) In the event that the Custodian is unable to debit an account
of the Fund, with respect to the Fund, and the Fund fails to
pay any sums due to the Custodian at the time the same becomes
payable in accordance with subsection (d), and such failure is
not cured within one (1) business day after notice of such
failure to the Fund, or if any of the following conditions
occurs, the Custodian may charge the Fund for reasonable costs
and expenses associated with the provisional credit, including
without limitation the cost of funds associated therewith at
the then- prevailing Federal Funds rate (or local market
equivalent thereof where the Credited Amount was advanced),
and the provisions of subsection (f) will apply:
(1) If a final judgment for the payment of money shall be
rendered against the Fund and such judgment shall not
have been discharged or its execution stayed pending
appeal within sixty (60) days of entry or such
judgment shall not have been discharged within sixty
(60) days of expiration of any such stay;
(2) the Fund passing a resolution for its voluntary
winding-up (otherwise than for the purpose of
corporate reconstruction or amalgamation);
(3) the presentation of a petition for the winding-up of
or the making of an administration order in relation
to the Fund;
(4) the appointment of a receiver or administrator over
any of the assets of the Fund; or
(5) the Fund ceasing or threatening to cease to carry on
its business.
(f) If an event outlined in subsection (e) occurs, including to
the extent permitted by applicable law the events described in
(1) through (5) thereof, the Custodian shall have the right to
immediately execute and foreclose upon its security interest
in any of the assets of the Fund.
(g) The Custodian shall not be obliged to transfer any sums
credited to the Fund in accordance with subsection (b) to or
to the order or benefit of the Fund while any amount which is
payable to the Custodian under this Article 5A remains unpaid.
(h) The operation of the provisions of this Article 5A shall be
without prejudice to any other remedies provided the Custodian
in this Contract, including without limitation the remedies
set forth in Article 13 hereof, or under any applicable law.
The Fund agrees that the Custodian shall have a right of
set-off against cash held for the Fund in any currency for any
amount provided to the Fund by the Custodian hereunder or from
time to time arising out of or in connection with this
Contract, as amended, and/or the operation of any account
hereunder and the
23
Custodian shall have the right to debit the Fund with all or
part of such sums and apply or appropriate the cash in or
towards the discharge of such amounts in such manner and order
as is commercially reasonable under the circumstances. For the
purposes of this right of set-off, the Custodian may make such
currency conversions or effect any transactions in such
currencies at the Custodian's then-prevailing rates at such
times as are commercially reasonable under the circumstances
and may effect any transfers between, or entries on, any
account of the Fund as is commercially reasonable under the
circumstances.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
Fund:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to the
Custodian's duties under this Contract as set forth in
Schedule B, provided that all such payments shall be accounted
for to the Fund;
2) surrender securities to the issuer or its agent in temporary
form for securities in definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Fund except as otherwise directed by the Board.
7. Evidence of Authority
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed by or on behalf
of the Fund. The Custodian may receive and accept a certified copy of a vote of
the Board as conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any action by
the Board pursuant to the Charter as described in such resolution, and such
resolution may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
24
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board to keep the books of account of
the Fund and/or compute the net asset value per share of the outstanding Shares
or, if directed in writing to do so by the Fund, shall itself keep such books of
account and/or compute such net asset value per share for a fee to be agreed to
by the Custodian and the Fund. If so directed, for a fee to be agreed upon by
the parties at the time of such direction, the Custodian shall also calculate
daily the net income of the Fund as described in the Prospectus and shall advise
the Fund and the Transfer Agent daily of the total amount of such net income
and, if instructed in writing by an officer of the Fund to do so, shall advise
the Transfer Agent periodically of the division of such net income among its
various components. The calculations of the net asset value per share and the
daily income of the Fund shall be made at the time or times described from time
to time in the Prospectus.
9. Records and Reports
The Custodian shall with respect to the Fund create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and, together with any
insurance policies and fidelity or similar bonds maintained by the Custodian,
shall at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of the Fund
(including counsel and independent accountants) and employees and agents of the
SEC and other governmental regulatory authorities having jurisdiction. The
Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by the Fund and held by the Custodian. When requested to do so
by the Fund and for such compensation as shall be agreed upon between the Fund
and the Custodian, the Custodian shall include certificate numbers in such
tabulations.
None of the parties hereto shall, unless compelled to do so by any
court or entity of competent jurisdiction either before or after the termination
of this Contract, disclose to any person not authorized by the relevant party to
receive the same any confidential information relating to such party and to the
affairs of such party of which the party disclosing the same shall have become
possessed during the period of this Contract and each party shall use its best
endeavors to prevent any such disclosure as aforesaid.
The Custodian shall send to the Fund an advice or notification of any
transfers of securities to or from the custody accounts indicating, as to
securities acquired for the Fund, the identity of the entity having physical
possession of such securities.
25
In addition to reports required to be provided elsewhere herein, the
Custodian agrees to provide to the Fund (i) the reports set forth on Schedule D
hereto, as amended from time to time, at such times as set forth on such
Schedule and in substantially the forms provided to the Fund, and (ii) any other
special and periodic reports related to the services to be provided hereunder as
the Fund may reasonably request and as may be mutually agreed upon by the
parties.
The Custodian agrees to attend periodic meetings of the Board to
discuss the operations to be performed under this Contract at such times and at
such places as the Fund may reasonably request.
The Custodian shall provide GlobalQuest[R] software to the parties and
at the locations specified on attached Schedule C pursuant to the terms of the
Data Services Addendum to Custodian Contract at no additional charge other than
as provided therein.
10. Opinion by Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from
time to time request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to the Custodian's activities
hereunder in connection with the preparation of the Fund's Form N-1A, Form N-SAR
and any other special or periodic reports to the SEC and with respect to any
other SEC requirements.
11. Disaster Recovery; Banker's Blanket Bond
In the event of equipment failures beyond the Custodian's control, the
Custodian shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. The Custodian shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provision for (i) periodic back-up of the computer files and data
with respect to the Fund and (ii) emergency use of electronic data processing
equipment to provide services under this Contract and the Data Access Services
Addendum hereto.
The Custodian hereby warrants to the Fund that the Custodian is
maintaining a Bankers' Blanket Bond in a commercially reasonable amount, and the
Custodian hereby agrees to notify the Fund in the event its Bankers' Blanket
Bond is canceled or otherwise lapses.
12. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian as set forth on Schedule B hereto, as such
Schedule B may be amended in writing from time to time by the Fund and the
Custodian.
26
13. Responsibility of Custodian
The Custodian shall exercise reasonable care in carrying out the
provisions of this Contract and Proper Instructions.
The Custodian shall be responsible for the acts and omissions of (i)
sub-custodians located in the United States of America appointed pursuant to
Article 1 hereof, (ii) foreign banking institutions appointed pursuant to the
terms of Article 3 hereof as if such acts and omissions were those of the
Custodian, and (iii) Japan Securities Depository Center ("JASDEC"), Euroclear
and Cedel Bank S.A.
So long as and to the extent that it exercises reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Contract and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a three-party futures or
options agreement. The Custodian shall be kept indemnified by, and shall be
without liability to, the Fund for any action taken or omitted by it in good
faith without negligence or willful misconduct on its part or on the part of its
sub-custodians or agents. The Custodian shall be entitled reasonably to rely on
and may act upon advice of counsel experienced in the pertinent area of law (who
may be counsel for the Fund) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian, agent or
nominee, the Custodian shall be without liability to the Fund for any loss,
liability, claim or expense resulting from or caused by (i) events or
circumstances beyond the reasonable control of the Custodian or any
sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, (a) the interruption, suspension or
restriction of trading on or the closure of any securities markets, and (b)
power or other mechanical or technological failures or interruptions, computer
viruses or communications disruptions, recognizing in each such case the
obligation of the Custodian, its subcustodians, agents and nominees to take
reasonable steps as circumstances require to minimize the effect of such
failures, interruptions, viruses and disruptions; (ii) errors by the Fund or its
investment advisor in their instructions to the Custodian provided such
instructions have been given in accordance with this Contract; (iii) the
insolvency of or acts or omissions by a Securities System except to the extent
set forth in subparagraph (iii) in the second paragraph of this Section 13; (iv)
any delay or failure of any broker, agent or intermediary, central bank or other
commercially prevalent payment or clearing system to deliver to the Custodian's
sub-custodian or agent securities purchased or in the remittance of payment made
in connection with securities sold; (v) any delay or failure of any company,
corporation, or other body in charge of registering or transferring securities
in the name of the Custodian, the Fund,
27
the Custodian's sub-custodians, nominees or agents or any consequential losses
arising out of such delay or failure to transfer such securities including
non-receipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market
infrastructure with respect to any particular security or Securities System;
(vii) any provision of any present or future law or regulation or order of the
United States, or any other country, or political subdivision thereof or of any
court of competent jurisdiction; and (viii) any loss where the Custodian, its
sub-custodian, its agent or its nominee has otherwise exercised reasonable care.
Regardless of whether assets are maintained in the custody of a foreign banking
institution or a foreign securities system, the Custodian shall not be liable
for "country risk", i.e., any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or authorization by the Fund to
maintain custody of any securities or cash of the Fund in a foreign country
including, but not limited to, losses resulting from nationalization,
expropriation, imposition of currency controls or restrictions, acts of war or
terrorism, riots, revolutions, work stoppages, natural disasters or other
similar events or acts. Notwithstanding the foregoing, in delegating custody
duties to State Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except such loss
as may result from (a) political risk (including, but not limited to, exchange
control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses (excluding
a bankruptcy or insolvency of State Street London Ltd. not caused by political
risk) due to Acts of God, nuclear incident or other losses, provided that the
Custodian and State Street London Ltd. have exercised reasonable care.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to the Custodian.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, the purchase or sale of foreign exchange or of
contracts for foreign exchange, and assumed settlement), any property at any
time held for the account of the Fund shall be security therefor and should the
Fund fail to repay the Custodian promptly, the Custodian shall (a) promptly
notify the Fund with respect thereto and (b) be entitled to utilize available
cash and to dispose of the Fund's assets to the extent necessary to obtain
reimbursement, provided that such utilization shall not be contingent on the
giving of notice to the Fund.
In the event that the Custodian or its nominee shall incur or be
assessed any taxes (except as are directly attributable to income, franchise or
similar taxes which may be imposed on or assessed against the Custodian, its
affiliates, subsidiaries, agents, or nominees) accruing to the Custodian, its
affiliates, subsidiaries or agents in the course of its or their performance of
this Contract, including without limitation taxes on dividends, interest and
capital gain earned with
28
respect to Fund assets, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefor and the
Custodian shall (a) provide the Fund with three (3) New York business days'
notice with respect thereto and (b), in the event such matter has not been
resolved within such time, be entitled to utilize available cash and to dispose
of the Fund's assets to the extent necessary to obtain reimbursement.
In the event that the Custodian or its nominee shall be subject to any
claims or liabilities accruing to the Custodian, its affiliates, subsidiaries or
agents in the course of its or their performance of this Contract, which claims
or liabilities either (i) are described on Schedule B hereto or (ii) could not
reasonably have been anticipated by the Custodian on the date hereof, except
such as may arise from its or its nominee's own negligent action, negligent
failure to act or willful misconduct, any property at any time held for the
account of the Fund shall be security therefor and the Custodian shall (a)
provide the Fund with three (3) New York business days' notice with respect
thereto and (b), in the event such matter has not been resolved within such
time, be entitled to utilize available cash and to dispose of the Fund's assets
to the extent necessary to obtain reimbursement.
Upon the Custodian becoming aware in the course of the performance of
its duties hereunder of the occurrence of any event with respect to the assets
of the Fund held by the Custodian or its sub-custodian or agent hereunder which
causes or may cause any loss, damage, cost, expense or other liability to the
Fund, the Custodian shall promptly notify an authorized person of the Fund and,
at the Fund's request, assist the Fund in using all commercially reasonable key
steps under the circumstances to mitigate the effects of such event and to avoid
continuing harm to the Fund. If the steps referred to in the previous sentence
would be, in the reasonable determination of the Custodian, beyond the normal
scope of the Custodian's services as a global custodian of mutual fund assets,
the taking of those steps shall be at the Fund's expense.
In no event shall the Custodian be liable hereunder for indirect,
special or consequential damages.
14. Effective Period, Termination and Amendment
This Contract shall become effective as of the date set forth below,
shall continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties hereto
in writing and may be terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party, such termination to
take effect (i) in the case of termination by the Fund not sooner than one
hundred eighty (180) days after the date of such delivery or mailing or (ii) in
the case of termination by the Custodian not sooner than one hundred twenty
(120) days after the date of such delivery or mailing, except that, in the event
of a breach of this Contract on the part of the Fund, such termination shall not
take effect
29
sooner than sixty (60) days thereafter; provided, however that the Custodian
shall not act under Section 2.10 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board has
approved the initial use of a particular Securities System as required by Rule
17f-4 under the 1940 Act and that the Custodian shall not act under Section 2.11
hereof in the absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board has approved the initial use of the Direct
Paper System; provided further, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Charter, and further provided, that the
Fund may at any time by action of the Board (i) substitute another bank or trust
company for the Custodian by giving notice as described above to the Custodian
or (ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the relevant Federal or State
agency or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of this Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination and the
Custodian's reasonable out-of-pocket costs, expenses and disbursements in
connection therewith, such termination to be conducted in a professional and
businesslike manner.
15. Ownership Certificates for Tax Purposes
The Custodian shall, in its capacity as the Fund's agent, execute
ownership and other certificates and affidavits for all governmental purposes in
connection with receipt of income or other payments with respect to securities
or other assets of the Fund held by it and in connection with transfers of such
securities or assets.
16. Successor Custodian
If a successor Custodian shall be appointed by the Board, the Custodian
shall, upon termination, deliver to such successor Custodian at the offices of
the Custodian, duly endorsed and in the form for transfer, all securities, funds
and other properties of the Fund then held by it hereunder and shall transfer to
an account of the successor Custodian all of the securities of the Fund held in
a Securities System. If no such successor Custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver
at the offices of the Custodian and transfer such securities, funds and other
properties in accordance with such resolution. In the event that no written
order designating a successor Custodian or Certified Resolution shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the 1940 Act, doing business
in Boston, Massachusetts, or New York, New York, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than
30
$200,000,000, all securities, funds and other properties held by the Custodian
on behalf of the Fund and all instruments held by the Custodian relative thereto
and all other property held by it under this Contract on behalf of the Fund and
to transfer to an account of such successor Custodian all of the securities of
the Fund held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the Certified Resolution referred to or of the
Board to appoint a successor Custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.
17. Notices.
Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered prepaid registered mail or by
telex, cable or telecopy to the parties at the following addresses or such other
addresses as may be notified in writing by any party from time to time. If
notice is sent by confirming telegram, cable, telex, or facsimile sending
device, it shall be deemed to have been given immediately if confirmed in
writing by overnight delivery. 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.
To the Company: WARBURG PINCUS GROWTH & INCOME FUND
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000, XXX
Attention: Xxxxxx X. Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
To the Custodian: STATE STREET BANK AND TRUST COMPANY
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000, XXX
Attention: Xxxx X. Xxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
31
18. Headings
The section headings in this Contract are for the convenience of
reference only and do not form a part of this Contract.
19. Counterparts
This Contract 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.
20. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
21. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund and the Custodian relating to the custody of
the assets of the Fund.
22. Reproduction of Documents.
This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
23. Shareholder Communications Election
SEC Rule 14b-2 under the Securities Exchange Act of 1934, as amended,
requires banks which hold securities for the account of customers to respond to
requests by issuers of securities for the names, addresses and holdings of
beneficial owners of securities of that issuer held by the bank unless the
beneficial owner has expressly objected to disclosure of this information. In
order to comply with the rule, the Custodian needs the Fund to indicate whether
it authorizes the Custodian to provide the Fund's name, address, and share
position to requesting companies
32
whose securities the Fund owns. If the Fund tells the Custodian "no", the
Custodian will not provide this information to requesting companies. If the Fund
tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as consenting to disclosure
of this information for all securities owned by the Fund or any funds or
accounts established by the Fund. For the Fund's protection, the Rule prohibits
the requesting company from using the Fund's name and address for any purpose
other than corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address and share positions.
NO [X] The Custodian is not authorized to release the Fund's
name, address and share positions.
33
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of October 1, 1997.
WARBURG PINCUS BALANCED FUND
By: ______________________________
Name: ______________________________
Title: ______________________________
STATE STREET BANK AND TRUST COMPANY
By: ______________________________
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SCHEDULE C
Pursuant to the terms of (i) the Custodian Contract dated October 1, 1997
between Warburg Pincus Growth & Income Fund and State Street Bank and Trust
Company and (ii) the Data Access Services Addendum thereto of even date
therewith (the "Data Access Services Addendum"), the following persons and/or
entities may use the Data Access Services (as such term is defined in the Data
Access Services Addendum):
SCHEDULE D
Reports
-------
Description of Report Period of Report
--------------------- ----------------
Open Trades* Daily
Cash Availability Daily (by 10:00 a.m.)
Cash Transaction Statement* Daily
Portfolio Holdings Report* Daily
Failed Trades Report Daily
Corporate Action Report - (Pre-Notification) Daily
Global Cash Statement* Daily
Currency Balance Report Daily
Cash Transaction Statement* Weekly
Corporate Action Report (Summary) Weekly
Out-for-Transfer Report Weekly
Sedol Holdings Report Weekly
Purchase/Sales Report* Monthly
Broker Top Ten Report* Monthly
Capital Stock Activity Report Monthly
Cash Transaction Statement* Monthly
Corporate Action Report Monthly
Global Cash Statement* Monthly
Failed Trades Monthly
Outstanding Receivables* Monthly
FX Activity Report Monthly
Base Equivalent Cash Statement* Monthly
Corporate Action Final Notification When Applicable
* Also Available Via GlobalQuest[R]
SCHEDULE E
Countries/Settlement Systems with Respect to which
Contractual Settlement May be Provided
--------------------------------------------------
Australia
Austria
Belgium
Canada
Denmark
Euroclear
Finland
France
Germany
Hong Kong
Indonesia
Ireland
Italy
Japan
Luxembourg
Malaysia
Mexico
Netherlands
New Zealand
Norway
Philippines
Portugal
Singapore
South Africa
Spain
Sweden
Switzerland
Thailand
United States
United Kingdom
