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Title: |
Custodian Agreement |
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Date: |
2001 |
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Preview shows 21KB of 163KB total |
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$78 |
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ID: |
#2387178 |
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CUSTODIAN AGREEMENT
AGREEMENT made as of the 3rd day of May, 1991, as amended July 13, 1992,
between each of the Putnam Funds listed in Schedule A, each of such Funds acting
on its own behalf separately from all the other Funds and not jointly or jointly
and severally with any of the other Funds (each of the Funds being hereinafter
referred to as the "Fund"), and Putnam Fiduciary Trust Company (the
"Custodian").
WHEREAS, the Custodian represents to the Fund that it is eligible to serve
as a custodian for a management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and
WHEREAS, the Fund wishes to appoint the Custodian as the Fund's custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Appointment of Custodian. The Fund hereby employs and appoints the
Custodian as custodian of its assets for the term and subject to the provisions
of this Agreement. At the direction of the Custodian, the Fund agrees to deliver
to the Sub-Custodians appointed pursuant to Section 2 below (the
"Sub-Custodians") securities, funds and other property owned by it. The
Custodian shall have no responsibility or liability for or on account of
securities, funds or other property not so delivered to the Sub-Custodians. Upon
request, the Fund shall deliver to the Custodian or to such Sub-Custodians as
the Custodian may direct such proxies, powers of attorney or other instruments
as may be reasonably necessary or desirable in connection with the performance
by the Custodian or any Sub-Custodian of their respective obligations under this
Agreement or any applicable Sub-Custodian Agreement.
2. Appointment of Sub-Custodians. The Custodian may at any time and from
time to time appoint, at its own cost and expense, as a Sub-Custodian for the
Fund any bank or trust company which meets the requirements of the 1940 Act and
the rules and regulations thereunder to act as a custodian, provided that the
Fund shall have approved in writing any such bank or trust company and the
Custodian gives prompt written notice to the Fund of any such appointment. The
agreement between the Custodian and any Sub-Custodian shall be substantially in
the form of the Sub-Custodian agreement attached hereto as Exhibit 1 (the
"Sub-Custodian Agreement") unless otherwise approved by the Fund, provided,
however, that the agreement between the Custodian and any Sub-Custodian
appointed primarily for the purpose of holding foreign securities of the Fund
shall be substantially in the form of the Sub-Custodian Agreement attached
hereto as Exhibit 1(A) (the "Foreign Sub-Custodian Agreement"; the
"Sub-Custodian Agreement" and the "Foreign Sub-Custodian Agreement" are herein
referred to collectively and each individually as the "Sub-Custodian
Agreement"). All Sub-Custodians shall be subject to the instructions of the
Custodian and not the Fund. The Custodian may, at any time
1
{PAGE}
in its discretion, remove any bank or trust company which has been appointed as
a Sub-Custodian but shall in such case promptly notify the Fund in writing of
any such action. Securities, funds and other property of the Fund delivered
pursuant to this Agreement shall be held exclusively by Sub-Custodians appointed
pursuant to the provisions of this Section 2.
The Sub-Custodians which the Fund has approved to date are set forth in
Schedule B hereto. Schedule B shall be amended from time to time as
Sub-Custodians 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 at a location not listed on Schedule B, in order that there shall
be sufficient time for the Custodian to put the appropriate arrangements in
place with such Sub-Custodian pursuant to such Sub-Custodian Agreement.
With respect to the securities, funds or other property held by a
Sub-Custodian, the Custodian shall be liable to the Fund if and only to the
extent that such Sub-Custodian is liable to the Custodian. The Custodian shall
nevertheless be liable to the Fund for its own negligence in transmitting any
instructions received by it from the Fund and for its own negligence in
connection with the delivery of any securities, funds or other property of the
Fund to any such Sub-Custodian.
In the event that any Sub-Custodian appointed pursuant to the provisions of
this Section 2 fails to perform any of its obligations under the terms and
conditions of the applicable Sub-Custodian Agreement, the Custodian shall use
its best efforts to cause such Sub-Custodian to perform such obligations. In the
event that the Custodian is unable to cause such Sub-Custodian to perform fully
its obligations thereunder, the Custodian shall forthwith terminate such
Sub-Custodian and, if necessary or desirable, appoint another Sub-Custodian in
accordance with the provisions of this Section 2. The Custodian may with the
approval of the Fund commence any legal or equitable action which it believes is
necessary or appropriate in connection with the failure by a Sub-Custodian to
perform its obligations under the applicable Sub-Custodian Agreement. Provided
the Custodian shall not have been negligent with respect to any such matter,
such action shall be at the expense of the Fund. The Custodian shall keep the
Fund fully informed regarding such action and the Fund may at any time upon
notice to the Custodian elect to take responsibility for prosecuting such
action. In such event the Fund shall have the right to enforce and shall be
subrogated to the Custodian's rights against any such Sub-Custodian for loss or
damage caused the Fund by such Sub-Custodian.
At the written request of the Fund, the Custodian will terminate any
Sub-Custodian appointed pursuant to the provisions of this Section 2 in
accordance with the termination provisions of the applicable Sub-Custodian
Agreement. The Custodian will not amend any Sub-Custodian Agreement in any
material manner except upon the prior written approval of the Fund and shall in
any case give prompt written notice to the Fund of any amendment to the
Sub-Custodian Agreement.
2
{PAGE}
3. Duties of the Custodian with Respect to Property of the Fund Held by
Sub-Custodians.
3.1 Holding Securities - The Custodian shall cause one or more
Sub-Custodians to hold and, by book-entry or otherwise, identify as belonging to
the Fund all non-cash property delivered to such Sub-Custodian.
3.2 Delivery of Securities - The Custodian shall cause Sub-Custodians
holding securities of the Fund to release and deliver securities owned by the
Fund held by the Sub-Custodian or in a Securities System account of the
Sub-Custodian only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:
3.2.1 Upon sale of such securities for the account of the Fund and
receipt of payment therefor; provided, however, that a
Sub-Custodian may release and deliver securities prior to
the receipt of payment therefor if (i) in the
Sub-Custodian's judgment, (A) release and delivery prior to
payment is required by the terms of the instrument
evidencing the security or (B) release and delivery prior to
payment is the prevailing method of settling securities
transactions between institutional investors in the
applicable market and (ii) release and delivery prior to
payment is in accordance with generally accepted trade
practice and with any pplicable governmental regulations and
the rules of Securities Systems or other securities
depositories and clearing agencies in the applicable market.
The Custodian agrees, upon request, to advise the Fund of
all pending transactions in which release and delivery will
be made prior to the receipt of payment therefor;
3.2.2 Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into
by the Fund;
3.2.3 In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 3.12 hereof;
3.2.4 To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
provided that, in any such case, the cash or other
consideration is thereafter to be delivered to the
Sub-Custodian;
3.2.5 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 Sub-Custodian;
3
{PAGE}
3.2.6 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 Sub-Custodian or into the name or nominee name of any
agent appointed pursuant to Section 3.11 or any other name
permitted pursuant to Section 3.3; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities
are to be delivered to the Sub-Custodian;
3.2.7 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
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 Sub-Custodian's own negligence or willful
misconduct;
3.2.8 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; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Sub-Custodian;
3.2.9 In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts
or temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any,
are to be delivered to the Sub-Custodian;
3.2.10 For delivery in connection with any loans of securities made
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 loan
of securities held in a Securities System for which
collateral is to credited to the Sub-Custodian's account in
another Securities System, the Sub-Custodian will not be
held liable or responsible for delivery of the securities
prior to the receipt of such collateral.
3.2.11 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;
4
{PAGE}
3.2.12 Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such
Transfer Agent or to the shareholders of the Fund in
connection with distributions in kind, as may be described
from time to time in the Fund's Declaration of Trust and
currently effective registration statement, if any, in
satisfaction of requests by Fund shareholders for repurchase
or redemption;
3.2.13 For delivery to another Sub-Custodian of the Fund; and
3.2.14 For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Trustees or of the Executive
Committee of the Fund signed by an officer of the Fund and
certified by its Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purposes
to be proper corporate purposes, and naming the person or
persons to whom delivery of such securities shall be made.
3.3 Registration of Securities. Securities of the Fund held by the
Sub-Custodians hereunder (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 Sub-Custodians or any 17f-5 Sub-Custodian or Foreign Depository (as each
of those terms is defined in the Foreign Sub-Custodian Agreement, 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 3.12.
Notwithstanding the foregoing, a Sub-Custodian, agent, 17f-5 Sub-Custodian or
Foreign Depository may hold securities of the Fund in a nominee name which is
used for its other clients provided that such name is not used by the
Sub-Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository for its own
securities and that securities of the Fund are, by book-entry or otherwise, at
all times identified as belonging to the Fund and distinguished from other
securities held for other clients using the same nominee name. In addition, and
notwithstanding the foregoing, a Sub-Custodian or agent thereof or 17f-5
Sub-Custodian or Foreign Depository may hold securities of the Fund in its own
name if such registration is the prevailing method in the applicable market by
which custodians register securities of institutional clients and provided that
securities of the Fund are, by book-entry or otherwise, at all times identified
as belonging to the Fund and distinguished from other securities held for other
clients or for the Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or
Foreign Depository. All securities accepted by a Sub-Custodian under the terms
of a Sub-Custodian Agreement shall be in good delivery form.
3.4 Bank Accounts. The Custodian shall cause one or more Sub-Custodians
to open and maintain a separate bank account or accounts in the name of the Fund
or the Custodian, subject only to draft or order by the Sub-Custodian acting
pursuant to the terms of a Sub-Custodian Contract or by the Custodian acting
pursuant to this Agreement, and shall hold in such
5
{PAGE}
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. Funds held by the Sub-Custodian for the Fund may
be deposited by it to its credit as sub-custodian or to the Custodian's credit
as custodian in the Banking Department of the Sub-Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the Investment Company Act of 1940 and
that each such bank or trust company and the funds to be deposited with each
such bank or trust company shall be approved by vote of a majority of the
Trustees of the Fund. Such funds shall be deposited by the Sub-Custodian or the
Custodian in its capacity as sub-custodian or custodian, respectively, and shall
be withdrawable by the Sub-Custodian or the Custodian only in that capacity. The
Sub-Custodian shall be liable for actual losses incurred by the Fund
attributable to any failure on the part of the Sub-Custodian to report accurate
cash availability information with respect to the Fund's or the Custodian's bank
accounts maintained by the Sub-Custodian or any of its agents.
3.5 Payments for Shares. The Custodian shall cause one or more
Sub-Custodians to deposit into the Fund's account amounts received from the
Transfer Agent of the Fund for shares of the Fund issued by the Fund and sold by
its distributor. The Custodian will provide timely notification to the Fund of
any receipt by the Sub-Custodian from the Transfer Agent of payments for shares
of the Fund.
3.6 Availability of Federal Funds. Upon mutual agreement between the Fund
and the Custodian, the Custodian shall cause one or more Sub-Custodians, upon
the receipt of Proper Instructions, to make federal funds available to the Fund
as of specified times agreed upon from time to time by the Fund and the
Custodian with respect to amounts received by the Sub-Custodians for the
purchase of shares of the Fund.
6
{PAGE}
3.7 Collection of Income. The Custodian shall cause one or more
Sub-Custodians to collect on a timely basis all income and other payments with
respect to registered securities held hereunder, including securities held in a
Securities System, 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 bearer securities if, on the date of
payment by the issuer, such securities are held by the Sub-Custodian or agent
thereof and shall credit such income, as collected, to the Fund's account.
Without limiting the generality of the foregoing, the Custodian shall cause the
Sub-Custodian to detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
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