AGREEMENT BETWEEN
XXXXX BROTHERS XXXXXXXX & CO
AND
PANORAMA TRUST
TABLE OF CONTENTS
1. Employment of Custodian 1
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian
2.1 Safekeeping 1
2.2 Manner of Holding Securities 1
2.3 Registration 1
2.4 Purchases 2
2.5 Exchanges 2
2.6 Sales of Securities 3
2.7 Depositary Receipts 3
2.8 Exercise of Rights; Tender Offers 3
2.9 Stock Dividends, Rights, Etc. 4
2.10 Options 4
2.11 Borrowings 4
2.12 Demand Deposit Bank Accounts 4
2.13 Interest Bearing Call or Time Deposits 6
2.14 Futures Contracts 6
2.15 Foreign Exchange Transactions 7
2.16 Stock Loans 8
2.17 Collections 8
2.18 Dividends, Distributions and Redemptions 8
2.19 Proxies, Notices, Etc. 9
2.20 Nondiscretionary Details 9
2.21 Bills 9
2.22 Deposit of Fund Assets in Securities Systems 9
2.23 Other Transfers 10
2.24 Investment Limitations 11
2.25 Custodian Advances 11
2.26 Restricted Securities 11
2.27 Proper Instructions 12
2.28 Segregated Account 13
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians 13
4. Assistance by the Custodian as to Certain Matters 16
5. Powers and Duties of the Custodian with Respect to its Role as
Recordkeeping Agent 16
5.1 Records 16
5.2 Accounts 16
5.3 Access to Records 16
6. Standard of Care and Related Matters 17
6.1 Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority; Etc. 17
6.2 Liability of the Custodian with Respect to Use of Securities
Systems
and Foreign Depositories 17
6.3 Standard of Care; Liability; Indemnification 18
6.4 Reimbursement of Disbursements, Etc. 19
6.5 Security for Obligations to Custodian 19
6.6 Appointment of Agents 19
6.7 Powers of Attorney 19
7. Compensation of the Custodian 19
8. Termination; Successor Custodian 19
9. Amendment 20
10. Governing Law 20
11. Notices 20
12. Binding Effect 20
13. Counterparts 21
CUSTODIAN AGREEMENT
AGREEMENT made this day of , 1995, between
PANORAMA TRUST (the "Fund") and each of the Funds listed in Appendix B
attached hereto as said Exhibit may from time to time be revised (
collectively, the
"Funds;" individually, a "Fund") and Xxxxx Brothers Xxxxxxxx & Co. (the
"Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the
Fund to deliver to it any securities or funds owned by the Fund and shall have
no
responsibility or liability for or on account of securities or funds not so
delivered.
The Fund will deposit with the Custodian copies of the Declaration of Trust or
Certificate of Incorporation and By-Laws (or comparable documents) of the Fund
and all amendments thereto, and copies of such votes and other proceedings of
the
Fund as may be necessary for or convenient to the Custodian in the performance
of
its duties.
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians appointed pursuant to the provisions of Section 3 hereof or
held by
any Foreign Depositories (as said term is defined in Section 3) utilized by a
Subcustodian, the Custodian shall have and perform the following powers and
duties:
2.1 Safekeeping - To keep safely the securities and other assets of the
Fund that have been delivered to the Custodian and, on behalf of the Fund, from
time to time to receive delivery of securities for safekeeping.
2.2 Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such
securities in registered or bearer form, or (2) in book-entry form by a
Securities
System (as said term is defined in Section 2.22) of a Foreign Depository.
2.3 Registration - To hold registered securities of the Fund, with or
without any indication of fiduciary capacity, provided that securities are
held in an
account of the Custodian containing only assets of the Fund or only assets
held as
fiduciary or custodian for customers.
2.4 Purchases - Upon receipt of proper instructions, as defined in Section
2.27, insofar as funds are available or as funds are otherwise provided by the
Custodian at its discretion pursuant to Section 2.25 (Advances) below for the
purpose, to pay for and receive securities purchased for the account of the
Fund,
payment being made only upon receipt of the securities (1) by the Custodian, or
(2) by a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by a Securities System or a Foreign Depository.
However, notwithstanding the foregoing, (i) in the case of repurchase
agreements
entered into by the Fund, the Custodian (as well as an Agent) may release
funds to
a Securities System, a Foreign Depository or a Subcustodian prior to the
receipt of
advice from the Securities System, Foreign Depository or Subcustodian that
the
securities underlying such repurchase agreement have been transferred by book
entry into the Account (as defined in Section 2.22) of the Custodian (or such
Agent) maintained with such Securities System or to the Foreign Depository or
Subcustodian, so long as such payment instructions to the Securities System,
Foreign Depository or Subcustodian include a requirement that delivery is only
against payment for securities, (ii) in the case of foreign exchange contracts,
options, time deposits, call account deposits, currency deposits, and other
deposits, contracts or options pursuant to Sections 2.10, 2.12, 2.13, 2.14
and 2.15,
the Custodian may make payment therefor without receiving an instrument
evidencing said deposit, contract or option so long as such payment
instructions
detail specific securities to be acquired, and (iii) the Custodian may make
payment
for securities prior to receipt thereof in accordance with (A) governmental
regulations, (B) rules of Securities Systems, Foreign Depositories or other
U.S. or
foreign clearing agencies, (C) generally accepted trade practice in the
applicable
local market, (D) the terms of the instrument representing the security, or (E)
proper instructions.
2.5 Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection
with any reorganization, recapitalization, split-up of shares, change of par
value,
conversion or other event relating to the securities or the issuer of such
securities
and to deposit any such securities in accordance with the terms of any
reorganization or protective plan. Without proper instructions, the Custodian
may
surrender securities in temporary form for definitive securities, may surrender
securities for transfer into an account as permitted in Section 2.3, and may
surrender securities for a different number of certificates or instruments
representing the same number of shares or same principal amount of
indebtedness,
provided the securities to be issued are to be delivered to the Custodian.
2.6 Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only
against payment therefor (1) in cash, by a certified check, bank cashier's
check,
bank credit, or bank wire transfer, or (2) by credit to the account of the
Custodian
with a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by credit to the account of the Custodian or an
Agent of the Custodian with a Securities System or a Foreign Depository.
However. notwithstanding the foregoing, (i) in the case of delivery of physical
certificates or instruments representing securities, the Custodian may make
delivery to the broker buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom, provided that the
payment therefor is to be made to the Custodian (which payment may be made by
a broker's check) or that such securities are to be returned to the
Custodian, and
(ii) the Custodian may make settlement of securities sold, including with
respect to
the form of payment, in accordance with (A) governmental regulations, (B) rules
of Securities Systems, Foreign Depositories or other U.S. or foreign clearing
agencies, (C) generally accepted trade practice in the applicable
local market, (D)
the terms of the instrument representing the security, or (E) proper
instructions.
2.7 Depositary Receipts - Upon receipt of proper instructions, to instruct a
Subcustodian or an Agent to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities against
a written
receipt therefor adequately describing such securities and written evidence
satisfactory to the Subcustodian or Agent that the depositary has acknowledged
receipt of instructions to issue with respect to such securities ADRs in the
name of
the Custodian, or a nominee of the Custodian, for delivery to the Custodian in
Boston, Massachusetts, or at such other place as the Custodian may from time to
time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the
issuer of
the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
2.8 Exercise of Rights: Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent
of either,
warrants, puts, calls, rights or similar securities for the purpose of being
exercised
or sold, provided that the new securities and cash, if any, acquired by such
action
are to be delivered to the Custodian, and, upon receipt of proper
instructions, to
deposit securities upon invitations for tenders of securities, provided that
the
consideration is to be paid or delivered or the tendered securities are to be
returned
to the Custodian.
2.9 Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant
to proper instructions relative thereto.
2.10 Options - Upon receipt of proper instructions or upon receipt of
instructions given pursuant to any agreement relating to an option or as
otherwise
provided in any such agreement to (i) receive and retain, to the extent
provided to
the Custodian, confirmations or other documents evidencing the purchase, sale
or
writing of an option of any type on or in respect of a security, securities
index or
similar form of property by the Fund; (ii) deposit and maintain in a segregated
account, either physically or by book-entry in a Securities System or Foreign
Depository or with a broker, dealer or other entity, securities, cash or
other
assets
in connection with options transactions entered into by the Fund; (iii)
transfer
securities, cash or other assets to a Securities System, Foreign Depository,
broker,
dealer or other entity, as margin (including variation margin) or other
security for
the Fund's obligations in respect of any option; and (iv) pay, release and/or
transfer
such securities, cash or other assets in accordance with a notice or other
communication evidencing the expiration, termination or exercise of or default
under any such option furnished by The Options Clearing Corporation, by the
securities or options exchange on which such option is traded or by such
broker,
dealer or other entity as may be responsible for handling such options
transaction
or have authority to give such notice or communication. The Custodian shall
not
be responsible for the sufficiency of assets held in any segregated account
established in compliance with applicable margin maintenance requirements or
the
performance of the other terms of any agreement relating to an option.
Notwithstanding the foregoing, options on futures contracts and options to
purchase and sell foreign currencies shall be governed by Sections 2.14
and 2.15.
2.11 Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.
2.12 Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund, subject only to draft or order by the Fund,
and
to hold in such account or accounts deposits accepted on the Custodian's books
denominated in U.S. and foreign currency, received for the account of the Fund,
other than deposits with Banking Institutions held in accordance with the last
paragraph of this Section 2.12. The obligation of the Custodian for deposits
accepted on the Custodian's books and denominated in U.S. currency shall be
that
of a U.S. bank for a similar deposit. The obligation of the Custodian for
deposits
denominated in any foreign currency shall have the benefit of and be subject to
the
provisions of the last paragraph of Section 6.3 hereof, and accordingly in the
event
and to the extent the Custodian shall be unable to obtain payment due to a
Sovereign Risk or other factor described in the first sentence of said
paragraph
from any bank, trust company or similar institution with which the Custodian
has
in turn deposited funds denominated in a foreign currency by reason of the
Custodian's foreign currency deposit obligation to the Fund, the Custodian's
obligation to pay the Fund in respect of such foreign currency obligation shall
similarly be deferred or relieved until and to the extent the Custodian is
able to
obtain payment in respect of the Custodian's foreign deposit from such bank,
trust
company or similar institution and accordingly shall not be payable on demand
in
U.S. currency.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks, trust companies or
similar
institutions as may be designated by the Fund in such instructions (any such
bank,
trust company or similar institution so designated by the Fund being referred
to
hereafter as a "Banking Institution"), and may hold in such account or accounts
deposits of the Fund denominated in U.S. or foreign currency, provided that
such
account(s) (hereinafter collectively referred to as "demand deposit bank
accounts")
shall be in the name of the Custodian or a nominee of the Custodian for the
account of the Fund or for the account of the Custodian's customers generally
and
shall be subject only to the Custodian's draft or order; provided that any such
demand deposit bank account shall contain only assets held by the Custodian as
a
fiduciary or custodian for the Fund and/or other customers and that the records
of
the Custodian shall indicate at all times the Fund and/or other customers for
which
such funds are held in such account and the respective interests therein. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. The records for each such account
will be maintained by the Custodian but the deposits in any such account shall
not
constitute a deposit liability of the Custodian. All such deposits, including
with
Subcustodians, shall be deemed to be portfolio securities of the Fund and
accordingly the responsibility of the Custodian therefor shall be the same as
and no
greater than the Custodian's responsibility in respect of other portfolio
securities of
the Fund. The authorization by the Fund to appoint a Subcustodian as such
shall
also constitute a proper instruction to open a demand deposit bank account
subject
to the provisions of this paragraph with such Subcustodian.
2.13 Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund
may
authorize pursuant to proper instructions. Such deposits may be placed with
the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine, in the name of the Custodian or a nominee of the Custodian for the
account of the Fund or the account of the Custodian's customers generally and
subject only to the Custodian's draft or order; provided that any such
deposit shall
be held in an account containing only assets held by the Custodian as a
fiduciary or
custodian for the Fund and/or other customers and that the records of the
Custodian shall indicate at all times the Fund and/or other customers for which
such funds are held in such account and the respective interests therein.
Deposits
may be denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the Custodian,
provided
that the Custodian shall include in its records with respect to the assets of
the Fund
appropriate notation as to the amount and currency of each such deposit, the
accepting Banking Institution and other appropriate details, and shall retain
such
forms of advice or receipt evidencing the deposit, if any, as may be forwarded
to
the Custodian by the Banking Institution. Funds, other than those accepted on
the
Custodian's books as a deposit, but including those placed with Subcustodians,
shall be deemed portfolio securities of the Fund and the responsibilities of
the
Custodian therefor shall be the same as those for demand deposit bank accounts
placed with other banks, as described in the second paragraph of Section 2.12
of
this Agreement. The responsibility of the Custodian for funds accepted on the
Custodian's books as a deposit shall be that of a U. S. bank for a similar
deposit.
2.14 Futures Contracts - Upon receipt of proper instructions or upon
receipt of instructions given pursuant to any agreement relating to a futures
contract or an option thereon or as otherwise provided in any such agreement,
to
(i) receive and retain, to the extent provided to the Custodian, confirmations
or
other documents evidencing the purchase or sale of a futures contract or an
option
on a futures contract by the Fund; (ii) deposit and maintain in a segregated
account, either physically or by book-entry in a Securities System or Foreign
Depository, for the benefit of any futures commission merchant, or pay to such
futures commission merchant, securities, cash or other assets designated by the
Fund as initial, maintenance or variation "margin" deposits intended to secure
the
Fund's performance of its obligations under any futures contract purchased or
sold
or any option on a futures contract written, purchased or sold by the Fund, in
accordance with the provisions of any agreement relating thereto or the
rules of
the Commodity Futures Trading Commission and/or any contract market or any
similar organization on which such contract or option is traded; and (iii) pay,
release and/or transfer securities, cash or other assets into or out of such
margin
accounts only in accordance with any such agreement or rules. The Custodian
shall not be responsible for the sufficiency of assets held in any segregated
account
established in compliance with applicable margin maintenance requirements or
the
performance of the other terms of any agreement relating to a futures contract
or
an option thereon.
2.15 Foreign Exchange Transactions - Pursuant to proper instructions, to
settle foreign exchange contracts or options to purchase and sell foreign
currencies
for spot and future delivery on behalf and for the account of the Fund with
such
currency brokers or Banking Institutions, including Subcustodians, as the Fund
may direct pursuant to proper instructions. The Custodian shall be responsible
for
the transmission of cash and instructions to and from the currency broker or
Banking Institution with which the contract or option is made, the
safekeeping of
all certificates and other documents and agreements evidencing or relating to
such
foreign exchange transactions as the Custodian may receive and the maintenance
of proper records as set forth in Section 5.1. In connection with such
transactions,
the Custodian is authorized to make free outgoing payments of cash in the
form of
U. S. Dollars or foreign currency without receiving confirmation of a foreign
exchange contract or option or confirmation that the countervalue currency
completing the foreign exchange contract has been delivered or received or
that
the option has been delivered or received. The Fund accepts full
responsibility for
its use of third-party foreign exchange dealers and for execution of said
foreign
exchange contracts and options and understands that the Fund shall be
responsible
for any and all costs and interest charges which may be incurred by the Fund
or the
Custodian as a result of the failure or delay of third parties to deliver
foreign
exchange.
Alternatively, such transactions may be undertaken by the Custodian as
principal, if instructed by the Fund.
Foreign exchange contracts and options, other than those executed with
the Custodian as principal, but including those executed with Subcustodians,
shall
be deemed to be portfolio securities of the Fund and the responsibility of the
Custodian therefor shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund. The
responsibility of the Custodian with respect to foreign exchange contracts and
options executed with the Custodian as principal shall be that of a U. S.
bank with
respect to a similar contract or option.
2.16 Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the
borrower thereof prior to receipt of the collateral, if any, for such
borrowing,
provided that for stock loans secured by cash collateral the Custodian's
instructions
to any Securities System holding such securities require that the Securities
System
may deliver the securities to the borrower thereof only upon receipt of the
collateral for such borrowing.
2.17 Collections - (i) To collect and receive all income, payments of
principal and other payments with respect to the securities held hereunder,
and in
connection therewith to deliver the certificates or other instruments
representing
the securities to the issuer thereof or its agent when securities are called,
redeemed, retired or otherwise become payable; provided, that the payment is to
be made in such form and manner and at such time, which may be after delivery
by
the Custodian of the instrument representing the security, as is in accordance
with
the terms of the instrument representing the security, or such proper
instructions as
the Custodian may receive, or governmental regulations, the rules of Securities
Systems, Foreign Depositories or other U.S. or foreign securities depositories
and
clearing agencies or, with respect to securities referred to in clause (iii) of
the last
sentence of Section 2.4, in accordance with generally accepted trade practice;
(ii)
to execute ownership and other certificates and affidavits for all federal and
state
tax purposes in connection with receipt of income, principal or other payments
with respect to securities of the Fund or in connection with transfer of
securities;
and (iii) pursuant to proper instructions to take such other actions with
respect to
collection or receipt of funds or transfer of securities which involve an
investment
decision.
2.18 Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing
Agent or
otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the
Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf
of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian
shall release funds or securities, insofar as available, to the Shareholder
Servicing
Agent or as such Agent shall otherwise instruct for payment to Fund
shareholders
who have delivered to such Agent a request for repurchase or redemption of
their
shares of the Fund.
2.19 Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to
execute and
deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote
upon any of such securities or execute any proxy to vote thereon or give any
consent or take any other action with respect thereto (except as otherwise
herein
provided) unless ordered to do so by proper instructions.
2.20 Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Fund held by the
Custodian
except as otherwise directed from time to time by the Directors or Trustees
of the
Fund, and (2) to make payments to itself or others for minor expenses of
handling
securities or other similar items relating to the Custodian's duties under this
Agreement, provided that' all such payments shall be accounted for to the Fund.
2.21 Bills - Upon receipt of proper instructions, to pay or cause to be paid,
insofar as funds are available for the purpose, bills, statements and other
obligations of the Fund (including but not limited to interest charges, taxes,
management fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
2.22 Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository
Trust
Company, (ii) the Participants Trust Company, (iii) any book-entry system as
provided in Subpart 0 of Treasury Circular Xx. 000, 00 XXX 000, Xxxxxxx X of 31
CFR Part 350, or the book-entry regulations of federal agencies substantially
in the
form of Subpart 0, or (iv) any other domestic clearing agency registered with
the
Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and whose use the
Fund has previously approved in writing (each of the foregoing being referred
to in
this Agreement as a "Securities System"). Utilization of a Securities System
shall
be in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided
that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the
Investment Company Act of 1940 and the rules and regulations thereunder), in a
Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account
of
the Fund. The Custodian shall transfer securities sold for the account of
the Fund
upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an
entry on
the records of the Custodian to reflect such transfer and payment for the
account
of the Fund. Copies of all advices from the Securities System of transfers of
securities for the account of the Fund shall identify the Fund, be maintained
for the
Fund by the Custodian or an Agent as referred to above, and be provided to the
Fund at its request. The Custodian shall furnish 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 Securities System for the account of the Fund
on the
next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting
system, internal accounting control and procedures for safeguarding securities
deposited in the Securities System; and the Custodian and such Agents shall
send
to the Fund such reports on their own systems of internal accounting control as
the
Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the use
of any such Securities System on behalf of the Fund as promptly as practicable.
2.23 Other Transfers - To deliver securities, funds and other property of
the Fund to a Subcustodian or another custodian as necessary to effect
transactions authorized by proper instructions and upon receipt of proper
instructions, to deliver securities, funds and other property of the Fund to a
Subcustodian or another custodian of the Fund; and, upon receipt of proper
instructions, to make such other disposition of securities, funds or other
property
of the Fund in a manner other than or for purposes other than as enumerated
elsewhere in this Agreement, provided that the instructions relating to such
disposition shall state the amount of securities to be delivered and the name
of the
person or persons to whom delivery is to be made.
2.24 Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made
by or for the Fund, the Custodian may assume unless and until notified in
writing
to the contrary that proper instructions received by it are not in conflict
with or in
any way contrary to any provisions of the Fund's Declaration of Trust or
Certificate of Incorporation or By-Laws (or comparable documents) or votes or
proceedings of the shareholders or Trustees or Directors of the Fund. The
Custodian shall in no event be liable to the Fund and shall be indemnified
by the
Fund for any violation which occurs in the course of carrying out instructions
given by the Fund of any investment limitations to which the Fund is subject or
other limitations with respect to the Fund's powers to make expenditures,
encumber securities, borrow or take similar actions affecting the Fund.
2.25 Custodian Advances - In the event that the Custodian is directed by
proper instructions to make any payment or transfer of funds on behalf of the
Fund
for which there would be, at the close of business on the date of such payment
or
transfer, insufficient funds held by the Custodian on behalf of the Fund, the
Custodian may, in its discretion without further proper instructions, provide
an
advance ("Advance") to the Fund in an amount sufficient to allow the completion
of the transaction by reason of which such payment or transfer of funds is to
be
made. In addition, in the event the Custodian is directed by proper
instructions to
make any payment or transfer of funds on behalf of the Fund as to which it is
subsequently determined that the Fund has overdrawn its cash account with the
Custodian as of the close of business on the date of such payment or transfer,
said
overdraft shall constitute an Advance. Any Advance shall be payable on demand
by Custodian, unless otherwise agreed by the Fund and the Custodian, and shall
accrue interest from the date of the Advance to the date of payment by the
Fund at
a rate agreed upon from time to time by the Custodian and the Fund. It is
understood that any transaction in respect of which the Custodian shall have
made
an Advance, including but not limited to a foreign exchange contract or
transaction
in respect of which the Custodian is not acting as a principal, is for the
account of
and at the risk of the Fund, and not, by reason of such Advance, deemed to be a
transaction undertaken by the Custodian for its own account and risk. The
Custodian and the Fund acknowledge that the purpose of Advances is to finance
temporarily the purchase or sale of securities for prompt delivery in
accordance
with the settlement terms of such transactions or to meet emergency expenses
not
reasonably foreseeable by the Fund.
2.26 Restricted Securities. - In the case of a "restricted security", the
Fund
shall have the responsibility to provide to or obtain for the Custodian, the
issuer of
the security or other appropriate third party any necessary documentation,
including without limitation, legal opinions or consents, and to take any
necessary
actions required in connection with the registration of restricted securities
in the
manner provided in Section 2.3 upon acquisition thereof by the Fund or required
in
connection with any sale or other disposition thereof by the Fund. Upon
acquisition and until so registered, the Custodian shall have no duty to
service such
restricted securities, including without limitation, the receipt and
collection of cash
and stock dividends, rights and other items of like nature, nor shall the
Custodian
have responsibility for the inability of the Fund to exercise in a timely
manner any
right in respect of any restricted security or to take any action in a timely
manner in
respect of any other type of corporate action relating to a restricted
security.
Similarly, the Custodian shall not have responsibility for the inability of
the Fund to
sell or otherwise transfer in a timely manner any restricted security in the
absence
of any such documentation or action to be provided, obtained or taken by the
Fund. At such time as the Custodian shall receive any restricted security,
regardless of when it shall be registered as aforesaid, the Fund shall also
deliver to
the Custodian a term sheet summarizing those rights, restrictions or other
matters
of which the Custodian should have knowledge, such as exercise periods,
expiration dates and payment dates, in order to assist the Custodian in
servicing
such securities. As used herein, the term "restricted security" shall mean a
security
which is subject to restrictions on transfer, whether by reason of contractual
restrictions or federal, state or foreign securities or similar laws, or a
security
which has special rights or contractual features which do not apply to publicly-
traded shares of, or comparable interests representing, such security.
2.27 Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction, instruction or certification
signed or
initialed on behalf of the Fund by one or more person or persons as the Board
of
Trustees or Directors of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or
the payment of funds to an authorized signatory of the Fund shall be signed by
such person. Those persons authorized to give proper instructions may be
identified by the Board of Trustees or Directors by name, title or position
and will
include at least one officer empowered by the Board to name other individuals
who
are authorized to give proper instructions on behalf of the Fund. Telephonic
or
other oral instructions or instructions given by facsimile transmission may be
given
by any one of the above persons and 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. Oral
instructions
will be confirmed by tested telex or in writing in the manner set forth above
but the
lack of such confirmation shall in no way affect any action taken by the
Custodian
in reliance upon such oral instructions. The Fund authorizes the Custodian to
tape
record any and all telephonic or other oral instructions given to the Custodian
by
or on behalf of the Fund (including any of its officers, Directors, Trustees,
employees or agents or any investment manager or adviser or person or entity
with
similar responsibilities which is authorized to give proper instructions on
behalf of
the Fund to the Custodian). Proper instructions may relate to specific
transactions
or to types or classes of transactions, and may be in the form of standing
instructions.
Proper instructions may include communications effected directly between
electro-mechanical or electronic devices or systems, in addition to tested
telex,
provided that the Fund and the Custodian agree to the use of such device or
system.
2.28 Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts
for and on behalf of the Fund, into which account or accounts may be
transferred
cash and/or securities of the Fund, including securities maintained by the
Custodian
pursuant to Section 2.22 hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the
Commodity Exchange Act) relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or
any similar organization or organizations, regarding escrow or other
arrangements
in connection with transactions by the Fund, (ii) for purposes of segregating
cash
or securities in connection with options purchased, sold or written by the
Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures
required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to
hold
securities, funds and other property of the Fund which are maintained outside
the
United States at subcustodians appointed pursuant to the provisions of this
Section
3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of
each Subcustodian and the subcustodian agreement to be entered into between
such Subcustodian and the Custodian, and (2) if the Subcustodian is organized
under the laws of a country other than the United States, the country or
countries
in which the Subcustodian is authorized to hold securities, cash and other
property
of the Fund. The Fund hereby further authorizes and instructs the Custodian
and
any Subcustodian to utilize such securities depositories located outside the
United
States which are approved in writing by the Fund to hold securities, cash and
other
property of the Fund (a "Foreign Depository") . Upon such approval by the Fund,
the Custodian is authorized on behalf of the Fund to notify each Subcustodian
of
its appointment as such.
Those Subcustodians, and the countries where and the Foreign
Depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or Foreign Depositories are changed, added
or deleted. The Fund shall be responsible for informing the Custodian
sufficiently
in advance of a proposed investment which is to be held in a country not
listed on
Appendix A, in order that there shall be sufficient time for the Fund to give
the
approval required by the preceding paragraph and for the Custodian to put the
appropriate arrangements in place with such Subcustodian, including negotiation
of a subcustodian agreement and submission of such subcustodian agreement to
the Fund for approval.
Notwithstanding the provisions of the foregoing two paragraphs, approval
by the Fund of a change in a Subcustodian shall be assumed if the Custodian
shall
advise the Fund in writing of a change in a Subcustodian (the "original
Subcustodian") in a particular country where (i) the new Subcustodian has the
same ultimate parent as the original Subcustodian or is a subsidiary or
parent of the
original Subcustodian, or (ii) the original Subcustodian shall cease to provide
custodial services and the Custodian is accordingly required to select a
successor
Subcustodian, unless within fifteen days of notification by the Custodian of
the
identity of the new Subcustodian and submission to the Fund of the subcustodian
agreement between the Custodian and the new Subcustodian, the Fund shall in
writing advise the Custodian that the Fund does not approve the appointment of
such new Subcustodian.
If the Fund shall have invested in a security to be held in a country before
the foregoing procedures have been completed, such security shall be held by
such
agent as the Custodian may appoint. In any event, the Custodian shall be
liable to
the Fund for the actions of such agent if and only to the extent the
Custodian shall
have recovered from such agent for any damages caused the Fund by such agent.
At the request of the Fund, Custodian agrees to remove any securities held on
behalf of the Fund by such agent, if practical, to an approved Subcustodian.
Under
such circumstances the Custodian will collect income and respond to corporate
actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either directly
or indirectly (including by a Foreign Depository or foreign clearing agency)
or by a
Foreign Depository or foreign clearing agency utilized by the Custodian,
notwithstanding any provision of this Agreement to the contrary, payment for
securities purchased and delivery of securities sold may be made prior to
receipt of
the securities or payment, respectively, and securities or payment may be
received
in a form, in accordance with (A) governmental regulations, (B) rules of
Foreign
Depositories or foreign clearing agencies, (C) generally accepted trade
practice in
the applicable local market, (D) the terms of the instrument representing the
security, or (E) proper instructions.
With respect to the securities and funds held by a Subcustodian, either
directly or indirectly (including by a Foreign Depository or a foreign clearing
agency), including demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13,
2.14
and 2.15, the Custodian shall be liable to the Fund if and only to the extent
that
such Subcustodian is liable to the Custodian and the Custodian recovers under
the
applicable subcustodian agreement. The Custodian shall nevertheless be liable
to
the Fund for its own negligence in transmitting to any such Subcustodian any
instructions received by it from the Fund and for its own negligence in
connection
with the delivery of any securities or funds held by it to any such
Subcustodian.
In the event that any Subcustodian appointed pursuant to the provisions of
this Section 3 fails to perform any of its obligations under the terms and
conditions
of the applicable subcustodian agreement, the Custodian shall use its best
efforts to
cause such Subcustodian to perform such obligations. In the event that the
Custodian is unable to cause such Subcustodian to perform fully its obligations
thereunder, the Custodian shall forthwith upon the Fund's request terminate
such
Subcustodian in accordance with the termination provisions under the applicable
subcustodian agreement and, if necessary or desirable, appoint another
subcustodian in accordance with the provisions of this Section 3. At the
election
of the Fund, it shall have the right to enforce, to the extent permitted by the
subcustodian agreement and applicable law, the Custodian's rights against any
such
Subcustodian for loss or damage caused the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written
approval of
the Fund.
The Custodian may, at any time in its discretion upon notification to the
Fund, terminate any Subcustodian of the Fund in accordance with the termination
provisions under the applicable Subcustodian Agreement, and at the written
request of the Fund, the Custodian will terminate any Subcustodian in
accordance
with the termination provisions under the applicable Subcustodian Agreement.
If necessary or desirable, the Custodian may appoint another subcustodian
to replace a Subcustodian terminated pursuant to the foregoing provisions of
this
Section 3, such appointment to be made upon approval of the successor
subcustodian by the Fund's Board of Directors or Trustees in accordance with
the
provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under the
indemnification provisions of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty
days
after written notice to the Fund of the Custodian's intention to make such
payment,
the Fund will reimburse the Custodian the amount of such payment except in
respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Recordkeeping Agent: The Custodian shall have and perform the following duties
with respect to recordkeeping:
5.1 Records - To create, maintain and retain such records relating to its
activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property
of the
Fund and in the event of termination of this Agreement shall be delivered to
the
successor custodian.
5.2 Accounts - To keep books of account and render statements, including
interim monthly and complete quarterly financial statements, or copies thereof,
from time to time as reasonably requested by proper instructions.
5.3 Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5.1 and 5.2 shall at all times during the
Custodian's
regular business hours be open to inspection and audit by officers of,
attorneys for
and auditors employed by the Fund and by employees and agents of the Securities
and Exchange Commission, provided that all such individuals shall observe all
security requirements of the Custodian applicable to its own employees having
access to similar records within the Custodian and such regulations as may be
reasonably imposed by the Custodian.
6. Standard of Care and Related Matters:
6.1 Liability of the Custodian with Respect to Proper Instructions:
Evidence of Authority. Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon
any other written notice, request, direction, instruction, certificate or other
instrument believed by it to be genuine and signed by the proper party or
parties.
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons
authorized to
give proper instructions or any other such notice, request, direction,
instruction,
certificate or instrument on behalf of the Fund, the names and signatures of
the
officers of the Fund, the name and address of the Shareholder Servicing Agent,
and any resolutions, votes, instructions or directions of the Fund's Board of
Directors or Trustees or shareholders. Such certificate may be accepted and
relied
upon by the Custodian as conclusive evidence of the facts set forth therein and
may
be considered in full force and effect until receipt of a similar certificate
to the
contrary.
So long as and to the extent that it is in the exercise of reasonable care,
the
Custodian shall not be responsible for the title, validity or genuineness of
any
property or evidence of title thereto received by it or delivered by it
pursuant to
this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive and
act upon advice of (i) counsel regularly retained by the Custodian in respect
of
custodian matters, (ii) counsel for the Fund, or (iii) such other counsel as
the Fund
and the Custodian may agree upon, with respect to all matters, and the
Custodian
shall be without liability for any action reasonably taken or omitted pursuant
to
such advice.
6.2 Liability of the Custodian with Respect to Use of Securities Systems
and Foreign Depositories - With respect to the portfolio securities, cash
and other
property of the Fund held by a Securities System or by a Foreign Depository
utilized by the Custodian or any Subcustodian, the Custodian shall be liable
to the
Fund only for any loss or damage to the Fund resulting from use of the
Securities
System or Foreign Depository if caused by any negligence, misfeasance or
misconduct of the Custodian or any of its Agents (as said term is defined in
Section 6.6) or of any of its or its Agents' employees or from any failure of
the
Custodian or any such Agent to enforce effectively such rights as it may have
against the Securities System or Foreign Depository. At the election of the
Fund, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to any
claim against the Securities System, Foreign Depository or any other person
which
the Custodian may have as a consequence of any such loss or damage to the Fund
if and to the extent that the Fund has not been made whole for any such loss or
damage.
6.3 Standard of Care: Liability: Indemnification - The Custodian shall be
held only to the exercise of reasonable care and diligence in carrying out the
provisions of this Agreement, provided that the Custodian shall not thereby be
require to take any action which is in contravention of any applicable law,
rule or
regulation or any order or judgment of any court of competent jurisdiction.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominees from all claims and liabilities (including counsel fees) incurred or
assessed against it or its nominees in connection with the performance of this
Agreement, except such as may arise from its or its nominee's breach of the
relevant standard of conduct set forth in this Agreement. Without limiting the
foregoing indemnification obligation of the Fund, the Fund agrees to indemnify
the
Custodian and any nominee in whose name portfolio securities or other
property of
the Fund is registered against any liability the Custodian or such nominee may
incur by reason of taxes assessed to the Custodian or such nominee or other
costs,
liability or expense incurred by the Custodian or such nominee resulting
directly or
indirectly from the fact that portfolio securities or other property of the
Fund is
registered in the name of the Custodian or such nominee.
In no event shall the Custodian incur liability under this Agreement if the
Custodian or any Subcustodian, Securities System, Foreign Depository, Banking
Institution or any agent or entity utilized by any of them is prevented,
forbidden or
delayed from performing, or omits to perform, any act or thing which this
Agreement provides shall be performed or omitted to be performed, by reason of
(i) any Sovereign Risk or (ii) any provision of any present or future law or
regulation or order of the United States of America or any state thereof, or
of any
foreign country or political subdivision thereof, or of any securities
depository or
clearing agency which operates a central system for handling of securities or
equivalent book-entries in a country or which operates a transnational system
for
the central handling of securities or equivalent book-entries, or (iii) any
provision
of any order or judgment of any court of competent jurisdiction. A "Sovereign
Risk" shall mean nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting
the Fund's
property; or acts of war, terrorism, insurrection or revolution; or any other
act or
event beyond the Custodian's control.
6.4 Reimbursement of Disbursements. Etc. - The Custodian shall be
entitled to receive reimbursement from the Fund on demand, in the manner
provided in Section 7, for its cash disbursements, expenses and charges
(including
the fees and expenses of any Subcustodian or any Agent) in connection with this
Agreement, but excluding salaries and usual overhead expenses.
6.5 Security for Obligations to Custodian - If the Custodian or any
nominee thereof shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Agreement (collectively a "Liability"), except such as may arise from its or
such
nominee's breach of the relevant standard of conduct set forth in this
Agreement,
or if the Custodian shall make any Advance to the Fund, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Liability or for such Advance and the
interest thereon, and if the Fund shall fail to pay such Advance or interest
when
due or shall fail to reimburse or indemnify the Custodian promptly in respect of
a
Liability, the Custodian shall be entitled to utilize available cash and to
dispose of
the Fund's property, including securities, to the extent necessary to obtain
repayment, reimbursement or indemnification.
6.6 Appointment of Agents - The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
as its agent (an "Agent") to carry out such of the provisions of this Agreement
as
the Custodian may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed pursuant to the third
paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities
under this Agreement.
6.7 Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed
upon in
writing by the Custodian and the Fund. Such fee, together with all amounts for
which the Custodian is to be reimbursed in accordance with Section 6.4, shall
be
billed to the Fund and be paid in cash to the Custodian.
8. Termination: Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing
delivered or mailed, postage prepaid, to the other party, such termination
to take
effect not sooner than sixty (60) days after the date of such delivery or
mailing. In
the event of termination the Custodian shall be entitled to receive prior to
delivery
of the securities, funds and other property held by it all accrued fees and
unreimbursed expenses the payment of which is contemplated by Sections 6.4 and
7, and all Advances and Liabilities, upon receipt by the Fund of a statement
setting
forth such fees, expenses, Advances and Liabilities.
In the event of the appointment of a successor custodian, it is agreed that
the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian
for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.
In connection with the operation of this Agreement, the Custodian and the
Fund may agree in writing from time to time on such provisions interpretative
of or
in addition to the provisions of this Agreement as may in their joint opinion
be
consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be
deemed
to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of
the parties set forth in this Agreement.
10. Governing Law: This Agreement is executed and delivered in the
Commonwealth of Massachusetts and shall be governed by and construed
according to the laws of said Commonwealth.
11 Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at or to such other address as the
Fund
may have designated to the Custodian in writing, or to the Custodian at 00
Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Manager, Securities Department,
or to such other address as the Custodian may have designated to the Fund in
writing, shall be deemed to have been properly delivered or given hereunder
to the
respective addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure to
the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any
of its
rights or obligations hereunder without the prior written consent of the other
party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered
by each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed in its name and behalf on the day and year first above written.
PANORAMA TRUST XXXXX BROTHERS XXXXXXXX & CO.
By ______________________________________ per/pro
__________________________________
ARGENTINA CITIBANK, N.A., BUENOS AIRES Caja de Valores
Citibank, N.A., New York Agt. 7/16/81
New York Agreement Amendment 8/31/90
AUSTRALIA NATIONAL AUSTRALIA BANK LTD., MELBOURNE Austraclear Ltd.
National Australia Bank Agt. 5/1/85 Reserve Bank of Australia
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
AUSTRIA CREDITANSTALT BANKVEREIN OEKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BANGLADESH STANDARD CHARTERED BANK ,DHAKA None
Standard Chartered Bank Agreement 2/18/92
BELGIUM BANQUE BRUXELLES XXXXXXX CIK
Banque Bruxelles Xxxxxxx Agt. 11/15/90 Banque Nationale de Belgique
Omnibus Amendment 3/1/94
BRAZIL THE FIRST NATIONAL BANK OF BOSTON, SAO PAULO BOVESPA
The First National Bank of Boston Agreement 1/5/88 CLC
Omnibus Amendment 2/22/94
CANADA CANADIAN IMPERIAL BANK OF COMMERCE CDS
Canadian Imperial Bank of Commerce Agreement 9/9/88
Omnibus Amendment 00/0/00
XXXXX XXXXXXXX, X.X., XXXXXXXX Xxxx
Xxxxxxxx, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Standard Chartered Bank Agreement 2/18/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSRC / SSCC
Standard Chartered Bank Agreement 2/18/92
COLOMBIA CITITRUST COLOMBIA, S.A. SOCIEDAD FIDUCIARIA for None
CITIBANK, N.A.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank. N.A./Cititrust Colombia Agreement 12/2/91
CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S., PRAGUE
SCP
Ceskoslovenska Obchodni Banka Agreement 2/28/94 Czech National Bank
FRANCE BANQUE INDOSUEZ SICOVAM
Banque Indosuez Agreement 7/19/90 Banque de France
Omnibus Amendment 3/10/94
GHANA BARCLAYS BANK OF GHANA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
GREECE CITIBANK, N.A., ATHENS Apothetirion Titlon A.E.
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
HONG KONG HONGKONG & SHANGHAI BANKING CORP., HONG KONG HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
HUNGARY CITIBANK BUDAPEST RT. for CITIBANK, N.A. KELER Ltd.
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Budapest Agreement 1/24/92
INDIA CITIBANK, N.A., BOMBAY None
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Bombay Amendment 11/17/93
INDONESIA CITIBANK, N.A., JAKARTA None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
IRELAND ALLIED IRISH BANKS PLC Gilt Settlement Office
Allied Irish Banks Agreement 1/10/89
Omnibus Amendment 4/8/94
ISRAEL BANK HAPOALIM X.X. XXXX Clearinghouse Ltd.
Bank Hapoalim Agreement 8/27/92
ITALY BANCA COMMERCIALE ITALIANA Monte Titoli
Banca Commerciale Italiana Agreement 5/8/89 Banca D'Italia
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
KENYA BARCLAYS BANK OF KENYA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
KOREA CITIBANK. N.A., SEOUL KSD
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHAD MCD
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Bank Negara Malaysia
Omnibus Supplement 12/29/93
Malaysia Subsidiary Supplement 5/23/94
MEXICO CITIBANK MEXICO, S. A. Indeval
Citibank, N.A., New York Agreement 7/16/81 Banco de Mexico
New York Agreement Amendment 8/31/90
Citibank Mexico, S.A. Amendment 2/7/95
MOROCCO BANQUE MAROCAINE DU COMMERCE EXTERIEUR None
BMCE Agreement 7/6/94
PAKISTAN STANDARD CHARTERED BANK, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PERU CITIBANK, N.A., LIMA CAVAL
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
PHILIPPINES CITIBANK, N.A., MANILA None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
POLAND CITIBANK (POLAND), S.A. for CITIBANK, N.A. NDS
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Poland S.A. Agt. 11/6/92
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL Interbolsa
DE LISBOA, S.A.
BESCL Agreement 4/26/89
Omnibus Amendment 2/23/94
SINGAPORE HONGKONG & SHANGHAI BANKING CORP., SINGAPORE CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SLOVAKIA CESKOSLOVENSKA OBCHODNI BANKA, A.S., SCP
BRATISLAVA National Bank of Slovakia
Ceskoslovenska Obchodni Banka Agreement 10/12/94
SOUTH AFRICA FIRST NATIONAL BANK OF SOUTHERN AFRICA CD
First National Bank of Southern Africa Agt. 8/7/91
SRI LANKA HONGKONG & SHANGHAI BANKING CORP., COLOMBO CDS
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
SWAZILAND BARCLAYS BANK OF SWAZILAND LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
THAILAND HONGKONG & SHANGHAI BANKING CORP., BANGKOK SDC
Hongkong & Shanghai Banking Corp Agt. 4/19/91
Omnibus Amendment 12/29/93
TRANSNATIONAL XXXXX BROTHERS XXXXXXXX & CO. Cedel
Euroclear
TURKEY CITIBANK, N.A., ISTANBUL TVS
Citibank, N.A., New York Agreement 7/16/81 Central Bank of Turkey
New York Agreement Amendment 8/31/90
UNITED KINGDOM MIDLAND BANK PLC CGO
Midland Bank Agreement 8/8/90 CMO
Omnibus Amendment 12/15/93
URUGUAY CITIBANK, N.A., MONTEVIDEO None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
VENEZUELA CITIBANK, N.A., CARACAS None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
ZAMBIA BARCLAYS BANK OF ZAMBIA LIMITED for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
ZIMBABWE BARCLAYS BANK OF ZIMBABWE for None
BARCLAYS BANK PLC
Barclays Bank Agreement 10/5/94
I HEREBY CERTIFY THAT AT ITS MEETING ON
______________________________________ THE BOARD APPROVED THE COUNTRIES,
SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
_____________________________________________ ___________________________
Signature Date
____________________________________________
Title
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
PANORAMA TRUST and XXXXX BROTHERS XXXXXXXX & CO.
Dated as of ___________________________
The following is a list of Funds for which the Custodian shall serve under a
Custodian Agreement dated as of ________________, 1995 (the "Agreement"):
PICTET GLOBAL EMERGING MARKETS FUND
PICTET INTERNATIONAL EQUITY FUND
PICTET INTERNATIONAL SMALL COMPANIES FUND
PICTET INTERNATIONAL BOND FUND
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to
be executed in its name and on behalf of each such Fund.
PANORAMA TRUST XXXXX BROTHERS XXXXXXXX & CO.
___________________________________
____________________________________
Name: Name:
Title: Title:
11
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.XXX
XXXXX BROTHERS XXXXXXXX & CO. - GLOBAL CUSTODY NETWORK
PANORAMA TRUST
APPENDIX A
COUNTRY SUBCUSTODIAN DIRECTORY
1A
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.DOC
1B
G:SHARED\3RDPARTY\PANORAMA\AGRMTS\CUSTODY.DOC
