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Title: |
Custodian Agreement |
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Date: |
2003 |
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$53 |
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ID: |
#2402792 |
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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 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.
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;
3.2.6 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;
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 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.
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 interest when
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