Exhibit (g)(7)
DELEGATION AGREEMENT
AGREEMENT, dated as of ___________ __, 2002 by and between INVESTORS
BANK & TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and
[FUND], a Massachusetts business trust (the "Fund").
WHEREAS, pursuant to the provisions of Rule 17f-5 under the Investment
Company Act of 1940, as amended (the "1940 Act"), and subject to the terms and
conditions set forth herein, the Board of Trustees of the Fund desires to
delegate to the Delegate certain responsibilities concerning Foreign Assets (as
defined below), and the Delegate hereby agrees to retain such delegation, as
described herein; and
WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act,
and subject to the terms and conditions set forth herein, the Board of Trustees
of the Fund desires to retain the Delegate to provide certain services
concerning Foreign Assets, and the Delegate hereby agrees to provide such
services, as described herein;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms in this Agreement have the following meanings:
a. AUTHORIZED REPRESENTATIVE
Authorized Representative means any one of the persons who are
empowered, on behalf of the parties to this Agreement, to receive notices from
the other party and to send notices to the other party.
b. BOARD
Board means the Board of Trustees of Fund.
c. COUNTRY RISK
Country Risk means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular country including, but
not limited to, such country's financial infrastructure (including any
Securities Depositories operating in such country); prevailing custody and
settlement practices; and laws applicable to the safekeeping and recovery of
Foreign Assets held in custody.
d. ELIGIBLE FOREIGN CUSTODIAN
Eligible Foreign Custodian has the meaning set forth in Rule
17f-5(a)(1), but also includes, for purposes of this Agreement, foreign branches
of U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).
e. FOREIGN ASSETS
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)
f. FOREIGN CUSTODY MANAGER
Foreign Custody Manager has the meaning set forth in Rule
17f-5(a)(3).
g. SECURITIES DEPOSITORY
Securities Depository has the meaning set forth in Rule
17f-4(a).
h. MONITOR
Monitor means to re-assess or re-evaluate, at reasonable
intervals or when otherwise reasonably necessary, a decision, determination or
analysis previously made, and shall be construed as such term may be construed
pursuant to relevant positions publicly articulated by the Securities and
Exchange Commission or its staff.
2. REPRESENTATIONS
a. DELEGATE'S REPRESENTATIONS
Delegate represents that it is a trust company chartered under
the laws of the Commonwealth of Massachusetts and is a U.S. Bank as defined in
Rule 17f-5(a)(7). Delegate further represents that the persons executing this
Agreement and any amendment or appendix hereto on its behalf are duly authorized
to so bind the Delegate with respect to the subject matter of this Agreement.
b. FUND'S REPRESENTATIONS
Fund represents that the Board has determined that it is
reasonable to rely on Delegate to perform the responsibilities described in this
Agreement. Fund further represents that the persons executing this Agreement and
any amendment or appendix hereto on its behalf are duly authorized to so bind
the Fund with respect to the subject matter of this Agreement.
3. JURISDICTIONS AND DEPOSITORIES COVERED
a. INITIAL JURISDICTIONS AND DEPOSITORIES
The authority delegated by this Agreement in connection with
Rule 17f-5 applies only with respect to Foreign Assets held in the jurisdictions
listed in APPENDIX A1. Delegate's responsibilities under this Agreement in
connection with Rule 17f-7 apply only with respect to the Securities
Depositories listed in APPENDIX A2. Upon the creation of a new Securities
Depository in any of the jurisdictions listed in APPENDIX A1 at the time of such
creation, such Securities Depository will automatically be deemed to be listed
in APPENDIX A2 and will be covered by the terms of this Agreement.
b. ADDED JURISDICTIONS AND DEPOSITORIES
Jurisdictions and related Securities Depositories may be added
to APPENDIX A1 and APPENDIX A2, respectively, by written agreement in the form
of APPENDIX B. Delegate's responsibility and authority with respect to any
jurisdiction or Securities Depository, respectively, so added will commence at
the later of (i) the time that Delegate's Authorized Representative and Board's
Authorized Representative have both executed a copy of APPENDIX B listing such
jurisdiction and/or Securities Depository, or (ii) the time that Delegate's
Authorized Representative receives a copy of such fully executed APPENDIX B,
provided that, with respect to the addition of any Securities Depository to
Appendix A2 pursuant to this Section 3(b), such addition shall be effective only
if Delegate has delivered to the Fund or its investment adviser the information
specified in Section 6(c) of this Agreement relating to the Securities
Depository's qualification as an Eligible Securities Depository and a risk
analysis for such Securities Depository in accordance with Rule
17f-7(a)(1)(i)(A).
c. WITHDRAWN JURISDICTIONS
Board may withdraw its (i) delegation to Delegate with respect
to any jurisdiction or (ii) retention of Delegate with respect to any Securities
Depository, upon written notice to Delegate. Delegate may withdraw its (i)
acceptance of delegation with respect to any jurisdiction or (ii) retention with
respect to any Securities Depository, upon written notice to Board. Sixty days
(or such longer period as to which the parties agree in such event) after
receipt of any such notice by the Authorized Representative of the party other
than the party giving notice, Delegate shall have no further responsibility or
authority under this Agreement with respect to the jurisdiction(s) or Securities
Depository as to which delegation is withdrawn.
4. DELEGATION OF AUTHORITY TO ACT AS FOREIGN CUSTODY MANAGER
a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
Subject to the provisions of this Agreement and the
requirements of Rule 17f-5 (and any other applicable law), Delegate is
authorized and directed to place and maintain Foreign Assets (but no other
assets) in the care of any Eligible Foreign Custodian(s) selected by Delegate in
each jurisdiction to which this Agreement applies, except that Delegate does not
accept such authorization and direction with regard to Securities Depositories.
b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS
Subject to the provisions of this Agreement and the
requirements of Rule 17f-5 (and any other applicable law), Delegate is
authorized to, and shall, enter into, on behalf of Fund, such written contracts
governing Fund's foreign custody arrangements with such Eligible Foreign
Custodians as Delegate deems appropriate. Each such contract will satisfy the
requirements of Rule 17f-5(c )(2). All arrangements between Delegate and the
Eligible Foreign Custodians will be governed by a written contract that Delegate
has determined will provide reasonable care for Fund's Foreign Assets.
5. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS
In each case in which Delegate has exercised the authority delegated
under this Agreement to place Foreign Assets with an Eligible Foreign Custodian,
Delegate is authorized to, and shall, on behalf of Fund, establish a system to
Monitor the appropriateness of maintaining Foreign Assets with such Eligible
Foreign Custodian under Rule 17f-5(c )(1). In each case in which Delegate has
exercised the authority delegated under this Agreement to enter into a written
contract governing Fund's foreign custody arrangements, Delegate is authorized
to, and shall, on behalf of Fund, establish a system to Monitor the
appropriateness and performance of such contract. In the event Delegate
determines that the custody arrangement with an Eligible Foreign Custodian are
no longer appropriate, Delegate shall notify the Fund and the investment adviser
of Fund.
6. SECURITIES DEPOSITORIES
a. In accordance with the requirements of Rule 17f-7, Delegate shall, concurrent
with the execution of this Agreement and annually thereafter, provide the Fund
or its investment adviser with an analysis of the custody risks associated with
maintaining assets with each Securities Depository listed on APPENDIX A2 hereto
as amended from time to time.
b. In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the
custody risks associated with maintaining assets with each Securities Depository
listed on APPENDIX A2 hereto on a continuing basis, and shall promptly notify
the Fund or its investment adviser of any material change in such risks.
c. Delegate shall, concurrent with the execution of this Agreement (or an
amendment to Appendix A2, as the case may be), provide each Fund or its
investment adviser with information which will enable such Fund or its
investment adviser to determine whether each Securities Depository listed in
Appendix B2 is an Eligible Securities Depository as defined in Rule 17f-7(b)(1).
Delegate shall notify each Fund or its investment adviser of any material change
in any information provided by Delegate regarding whether a Securities
Depository meets the definition of Eligible Securities Depository promptly after
becoming aware of any such change.
7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY
a. BOARD'S CONCLUSIVE DETERMINATION REGARDING COUNTRY RISK
In exercising its delegated authority under this Agreement,
Delegate may assume, for all purposes, that Board (or Fund's investment advisor,
pursuant to authority delegated by Board) has considered, and pursuant to its
fiduciary duties to Fund and Fund's shareholders, determined to accept, such
Country Risk as is incurred by placing and maintaining Foreign Assets in the
jurisdictions to which this Agreement applies. In exercising its delegated
authority under this Agreement, Delegate may also assume that Board (or Fund's
investment advisor, pursuant to authority delegated by Board) has Monitored, and
will continue to Monitor, such Country Risk to the extent Board (or such
investment adviser) deems necessary or appropriate.
Except as specifically described herein, nothing in this
Agreement shall require Delegate to make any selection or to engage in any
Monitoring on behalf of Fund that would entail consideration of Country Risk.
b. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
In exercising the authority delegated under this Agreement to
place Foreign Assets with an Eligible Foreign Custodian, Delegate shall
determine that Foreign Assets will be subject to reasonable care, based on the
standards applicable to custodians in the market in which the Foreign Assets
will be held, after considering all factors relevant to the safekeeping of such
Foreign Assets, including, without limitation;
i. The Eligible Foreign Custodian's practices,
procedures, and internal controls, including, but not
limited to, the physical protections available for
certificated securities (if applicable), the method
of keeping custodial records, and the security and
data protection practices;
ii. Whether the Eligible Foreign Custodian has the
financial strength to provide reasonable care for
Foreign Assets and to fulfill its indemnification
obligations;
iii. The Eligible Foreign Custodian's general reputation
and standing;
iv. Whether Fund will have jurisdiction over and be able
to enforce judgments against the Eligible Foreign
Custodian, such as by virtue of the existence of any
offices of the Eligible Foreign Custodian in the
United States or the Eligible Foreign Custodian's
consent to service of process in the United States;
v. Whether the contract with the Eligible Foreign
Custodian contains indemnification rights that match
the indemnification rights of the Fund hereunder; and
v. In the case of an Eligible Foreign Custodian that is
a banking institution or trust company, any
additional factors and criteria set forth in APPENDIX
C to this Agreement; and
c. EVALUATION OF WRITTEN CONTRACTS
In exercising the authority delegated under this Agreement to
enter into written contracts governing Fund's foreign custody arrangements with
an Eligible Foreign Custodian, Delegate shall determine that such contracts
provide reasonable care for Foreign Assets based on the standards described in
Section 7(b) above. In making this determination, Delegate shall ensure that the
terms of such contracts comply with the provisions of Rule 17f-5(c)(2). The
Delegate shall use its best efforts to ensure that each contract with an
Eligible Foreign Custodian shall provide indemnification rights that match the
indemnification rights of the Fund hereunder, including indemnification for any
Claim (as defined below) arising as a result of the negligence, willful
misfeasance or bad faith of the Eligible Foreign Custodian.
d. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS
In exercising the authority delegated under this Agreement,
Delegate will establish a system to Monitor the appropriateness of maintaining
Foreign Assets with an Eligible Foreign Custodian and the appropriateness and
performance of a written contract governing Fund's foreign custody arrangements.
In doing so, Delegate shall consider any relevant factors and criteria,
including those set forth in APPENDIX D to this Agreement. If, as a result of
its Monitoring of Eligible Foreign Custodian relationships hereunder or
otherwise, the Delegate determines in its reasonable discretion that it is in
the best interest of the safekeeping of the Foreign Assets to move such Foreign
Assets to a different Eligible Foreign Custodian, the Fund shall bear any
expense related to such relocation of Foreign Assets.
8. STANDARD OF CARE
a. In exercising the authority delegated under this Agreement with regard to its
duties as a Foreign Custody Manager, Delegate agrees to exercise reasonable
care, prudence and diligence such as a person having responsibility for the
safekeeping of Foreign Assets of an investment company registered under the 1940
Act would exercise.
b. In carrying out its responsibilities under this Agreement with regard to the
placement of the Fund's assets with a Securities Depository, Delegate agrees to
exercise reasonable care, prudence and diligence.
9. REPORTING REQUIREMENTS
Delegate agrees to provide written reports notifying Board of the
placement and withdrawal of Foreign Assets with a particular Eligible Foreign
Custodian and any revisions to APPENDIX A2 quarterly for consideration at the
next regularly scheduled meeting of the Board or earlier if (i) deemed necessary
or advisable by the Delegate in its reasonable discretion or (ii) requested by
the Board. Delegate agrees to provide written reports notifying the Board of any
other material change in the foreign custody arrangement of the Fund promptly
after the occurrence of such material change.
10. PROVISION OF INFORMATION REGARDING COUNTRY RISK
With respect to the jurisdictions listed in APPENDIX A1, or added
thereto pursuant to Article 3, Delegate agrees to provide the Board and the
Fund's investment adviser with access to Eyes to the WorldTM, a service
available through the Delegate's Web Site at xxx.xxxxx.xxx, containing
information relating to Country Risk, if available, as is specified in APPENDIX
E to this Agreement. Such information relating to Country Risk shall be updated
from time to time as the Delegate deems necessary. In addition, the Delegate
shall offer to the Fund such additional information relating to Country Risk and
upon the same terms as the Delegate makes available to other registered
investment companies for which it serves as Foreign Custody Manager.
11. LIMITATION OF LIABILITY.
a. Notwithstanding anything in this Agreement to the contrary,
in no event shall the Delegate or any of its officers, directors, employees or
agents (collectively, the "Indemnified Parties") be liable to the Fund or any
third party, and the Fund shall indemnify and hold the Delegate and the
Indemnified Parties harmless from and against any and all loss, damage,
liability, actions, suits, claims, costs and expenses, including legal fees, (a
"Claim") arising as a result of any act or omission of the Delegate or any
Indemnified Party under this Agreement, except for any Claim arising from the
negligence, willful misfeasance or bad faith of the Delegate or any Indemnified
Party or breach of the standard of care set forth in Section 8. Without limiting
the foregoing, except as may arise from the Delegate's or any Indemnified
Party's own negligence, willful misfeasance, or bad faith, neither the Delegate
nor the Indemnified Parties shall be liable for, and the Delegate and the
Indemnified Parties shall be indemnified against, any Claim arising as a result
of:
i. any act or omission by the Delegate or any
Indemnified Party in reasonable good faith reliance
upon the terms of this Agreement, any resolution of
the Board, telegram, telecopy, notice, request,
certificate or other instrument reasonably believed
by the Delegate to be genuine; and
ii. any information which the Delegate provides or does
not provide under Section 10. hereof.
b. Notwithstanding anything to the contrary in this Agreement, in no
event shall a party to this Agreement be liable to another party or any third
party for (i) lost profits or lost revenues or any special, consequential,
punitive or incidental damages of any kind whatsoever in connection with this
Agreement or any activities hereunder or (ii) any acts of God, earthquakes,
fires, floods, storms or other disturbances of nature, epidemics, strikes,
riots, nationalization, expropriation, currency restrictions, acts of war, civil
war or terrorism, insurrection, nuclear fusion, fission or radiation, the
interruption, loss or malfunction of utilities, or transportation, the
unavailability of energy sources and other similar happenings or events. This
paragraph shall not relieve the Bank from its responsibility to provide and
maintain appropriate backup and disaster recovery facilities and shall not limit
the liability of the Bank if the Bank, its agents or any subcustodian has failed
to provide and maintain appropriate backup and disaster recovery facilities.
This paragraph shall not relieve the Fund from its responsibility to provide and
maintain appropriate backup and disaster recovery facilities, or appropriately
delegate any obligation to provide and maintain such facilities, and shall not
limit the liability of the Fund if the Fund or its agents (other than the Bank,
its affiliates or any subcustodian) has failed to provide and maintain
appropriate backup and disaster recovery facilities.
c. The Delegate will indemnify and hold harmless the Fund, its
officers, trustees, employees, and agents (collectively, the "Fund Indemnified
Parties") and hold each of them harmless from any losses, claims, damages,
liabilities, or actions in respect thereof (including reasonable legal expenses)
to which the Fund or any Fund Indemnified Party may become subject, insofar as
such losses, claims, damages, liabilities or actions in respect thereof arise
from the failure of Delegate to comply with the terms of this Agreement or the
negligence, willful misfeasance or bad faith of the Delegate or any Indemnified
Party or breach of the standard of care set forth in Section 8, provided that
the Delegate's indemnification obligation with respect to the acts or omissions
of its subcustodians hereunder shall not exceed the indemnification that the
Delegate may obtain from the applicable subcustodian by the law of the governing
jurisdiction.
d. At the Fund's election, the Fund shall be subrogated to the
rights of the Delegate with respect to any claims against an Eligible Foreign
Custodian relating to the Fund's assets as a consequence of any loss, damage,
cost, expense, liability or claim arising out of or in connection with such
Foreign Eligible Custodian's performance of obligations under contracts with the
Delegate governing the Fund's foreign custody arrangements, if and to the extent
that the Fund (or any of its series) has not been made whole for any such loss,
damage, cost, expense, liability or claim.
e. The obligations set forth in this Section 11 shall survive
the termination of this Agreement.
12. EFFECTIVENESS AND TERMINATION OF AGREEMENT
This Agreement shall be effective as of the later of the date of
execution on behalf of Board or Delegate and shall remain in effect until
terminated as provided herein. This Agreement may be terminated at any time,
without penalty, by written notice from the terminating party to the
non-terminating party. Termination by the Fund will become effective 90 days
after receipt by the Bank of such notice; and termination by the Bank will
become effective 180 days after receipt by the Fund of such notice.
13. AUTHORIZED REPRESENTATIVES AND NOTICES
The respective Authorized Representatives of Fund and Board, and the
addresses to which notices and other documents under this Agreement are to be
sent to each, are as set forth in APPENDIX F. Any Authorized Representative of a
party may add or delete persons from that party's list of Authorized
Representatives by written notice to an Authorized Representative of the other
party.
14. GOVERNING LAW
This Agreement shall be constructed in accordance with the laws of the
Commonwealth of Massachusetts without regard to principles of choice of law.
15. PORTFOLIOS
This Agreement is an agreement entered into between the Delegate and
the Fund with respect to each series or portfolios of the Fund (the
"Portfolios") set forth on APPENDIX G. With respect to any obligation of the
Fund on behalf of any Portfolio arising out of this Agreement, the Delegate
shall look for payment or satisfaction of such obligation solely to the assets
of the Portfolio to which such obligation relates as though the Delegate had
separately contracted with the Fund by separate written instrument with respect
to each Portfolio. Furthermore, unless the context otherwise requires, any
reference in this Agreement to any actions to be taken by the Fund shall be
deemed to refer to the Fund acting on behalf of one or more of its Portfolios,
any reference to the assets or Foreign Assets of the Fund, including any Foreign
Assets, shall be deemed to refer only to assets of the applicable Portfolio, and
any duty or obligation of the Delegate hereunder to the Fund shall be deemed to
refer to duties and obligations with respect to such individual Portfolios. In
the event that the Fund establishes one or more additional Portfolios with
respect to which the Fund wishes to employ the Delegate to act as delegate
hereunder, the Fund shall notify the Delegate in writing. Upon written
acceptance by the Delegate, such Portfolio shall become subject to the
provisions of this Agreement to the same extent as the existing Portfolios,
except to the extent that such provisions (including those relating to the
compensation and expenses payable by the Fund and its Portfolios) may be
modified with respect to each additional Portfolio in writing by the Fund and
the Delegate at the time of the addition of the Portfolio.
16. TRUST NOTICE
A copy of the Agreement and Declaration of Trust establishing the Fund
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of the Fund by
the officers of the Fund as officers and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
trustees, officers or shareholders individually but are binding only upon the
assets and property belonging respectively to each Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
INVESTORS BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
[FUND]
By:____________________________________
Name:
Title:
LIST OF APPENDICES
A1 -- Jurisdictions Covered
A2 - Securities Depositories Covered
B -- Additional Jurisdictions/Securities Depositories Covered
C -- Additional Factors and Criteria To Be Applied in the Selection of
Eligible Foreign Custodians That Are Banking Institutions or Trust
Companies
D -- Factors and Criteria To Be Applied in Establishing Systems For the
Monitoring of Foreign Custody Arrangements and Contracts
E -- Information Regarding Country Risk
F -- Authorized Representatives
A1-1
APPENDIX A1
JURISDICTIONS COVERED
[delete those countries which are not delegated]
Argentina Kenya
Austria Korea
Australia Latvia
Bahrain Lebanon
Bangladesh Lithuania
Belgium Luxembourg
Bermuda Malaysia
Bolivia Mauritius
Botswana Mexico
Brazil Morocco
Bulgaria Namibia
Canada Netherlands
Chile New Zealand
China Norway
Clearstream (Cedel) Oman
Colombia Pakistan
Costa Rica Panama
Croatia Papau New Guinea
Cyprus Peru
Czech Republic Philippines
Denmark Poland
Ecuador Portugal
Egypt Romania
Estonia Russia
Euroclear Singapore
Finland Slovak Republic
France Slovenia
Germany South Africa
Ghana Spain
Greece Sri Lanka
Hong Kong Swaziland
Hungary Sweden
Iceland Switzerland
India Taiwan
Indonesia Thailand
Ireland Turkey
Israel Ukraine
Italy United Kingdom
Ivory Coast Uruguay
Japan Venezuela
Jordan Zambia
Kazakhstan Zimbabwe
A2-4
APPENDIX A2
SECURITIES DEPOSITORIES COVERED
--------------------------------------------------------------------------------
Argentina CDV Philippines PCD
XXXX XxXX
--------------------------------------------------------------------------------
Australia Austraclear Ltd. Poland CRBS
CHESS NDS
RITS
--------------------------------------------------------------------------------
Austria OeKB AG Portugal Central de Valores
Mobiliarios
--------------------------------------------------------------------------------
Bahrain None Romania NBR
SNCDD
Stock Exchange
Registry, Clearing &
Settlement
--------------------------------------------------------------------------------
Bangladesh None Russia DCC
NDC
VTB
--------------------------------------------------------------------------------
Belgium BKB Singapore CDP
CIK MAS
--------------------------------------------------------------------------------
Bermuda None Xxxxxx Xxxxxxxx XXX
XXX
-
--------------------------------------------------------------------------------
Xxxxxxxx Xxxx Xxxxxxxx KDD
--------------------------------------------------------------------------------
Brazil CBLC South Africa STRATE
CETIP The Central
SELIC Depository
(Pty) Ltd.
--------------------------------------------------------------------------------
Bulgaria The Bulgarian Spain Banco de Espana
National Bank SCLV
The Central
Depository
--------------------------------------------------------------------------------
Canada Bank of Canada Sri Lanka CDS
CDS
--------------------------------------------------------------------------------
Chile DCV Sweden VPC AB
--------------------------------------------------------------------------------
China SSCC Switzerland SIS SegaIntersettle AG
SSCCRC
--------------------------------------------------------------------------------
Clearstream Taiwan TSCD
--------------------------------------------------------------------------------
Colombia DCV Thailand TSD
DECEVAL
--------------------------------------------------------------------------------
Costa Rica CEVAL Turkey CBT
Takasbank
--------------------------------------------------------------------------------
Croatia CNB Ukraine Depository of the
Ministry of National Bank of
Finance Ukraine
SDA MFS Depository
--------------------------------------------------------------------------------
Czech Republic SCP Uruguay None
TKD
--------------------------------------------------------------------------------
Denmark VP United Kingdom CMO
CREST
--------------------------------------------------------------------------------
Ecuador DECEVALE, S.A. Venezuela BCV
CVV
--------------------------------------------------------------------------------
Egypt Misr for Clearing, Zambia Bank of Zambia
Settlement & Dep. XxXX CSD
--------------------------------------------------------------------------------
Estonia ECDSL Zimbabwe None
--------------------------------------------------------------------------------
Euroclear
--------------------------------------------------------------------------------
Finland APK
--------------------------------------------------------------------------------
France Sicovam SA
--------------------------------------------------------------------------------
Germany Clearstream
--------------------------------------------------------------------------------
Ghana None
--------------------------------------------------------------------------------
Greece Bank of Greece
CSD
--------------------------------------------------------------------------------
Hong Kong CCASS
CMU
--------------------------------------------------------------------------------
Hungary Keler Ltd.
--------------------------------------------------------------------------------
India CDSL
NSDL
--------------------------------------------------------------------------------
Indonesia Bank Indonesia
PT.KSEI
--------------------------------------------------------------------------------
Ireland CREST
Gilt Settlement Office
--------------------------------------------------------------------------------
Israel TASE Clearing
House Ltd.
--------------------------------------------------------------------------------
Italy Banca d-Italia
Monte Titoli
--------------------------------------------------------------------------------
Ivory Coast* Depositaire Central/
Banque de Reglement
--------------------------------------------------------------------------------
Japan Bank of Japan
JASDEC
--------------------------------------------------------------------------------
Jordan SDC
--------------------------------------------------------------------------------
Kazakhstan Kazakhstan Central
Securities Depository
--------------------------------------------------------------------------------
Kenya Central Bank of Kenya
Central Depository
--------------------------------------------------------------------------------
Korea KSD
--------------------------------------------------------------------------------
Latvia Bank of Latvia
LCD
--------------------------------------------------------------------------------
Lebanon Banque de Liban
MIDCLEAR
--------------------------------------------------------------------------------
Lithuania CSDL
--------------------------------------------------------------------------------
Luxembourg Clearstream
--------------------------------------------------------------------------------
Malaysia BNM (SSTS)
MCD
--------------------------------------------------------------------------------
Mauritius CDS
--------------------------------------------------------------------------------
Mexico S.D. Indeval
--------------------------------------------------------------------------------
Morocco Maroclear S.A.
--------------------------------------------------------------------------------
Netherlands NECIGEF
--------------------------------------------------------------------------------
New Zealand New Zealand Central
Securities Depository
--------------------------------------------------------------------------------
Norway VPS
--------------------------------------------------------------------------------
Oman MDSRC
--------------------------------------------------------------------------------
Pakistan Central Depository Co.
of Pakistan Limited
State Bank of Pakistan
--------------------------------------------------------------------------------
Peru CAVALI
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
B-1
APPENDIX B
ADDITIONAL JURISDICTIONS COVERED
Pursuant to Article 3 of this Agreement, Delegate and Board agree that
the following jurisdictions shall be added to Appendix A1:
[insert additional countries/depositories]
INVESTORS BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
[FUND]
By:____________________________________
Name:
Title:
DATE: ______________________________
C-1
APPENDIX C
ADDITIONAL FACTORS AND CRITERIA TO BE APPLIED
IN THE SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
THAT ARE BANKING INSTITUTIONS OR TRUST COMPANIES
In addition to the factors set forth in Rule 17f-5(c)(1), in selecting
Eligible Foreign Custodians that are banking institutions or trust companies,
Delegate shall consider the following factors, if such information is available
(check all that apply):
_________ None
_________ Other (list below):
D-1
APPENDIX D
FACTORS AND CRITERIA TO BE APPLIED
IN THE ESTABLISHING SYSTEMS FOR THE MONITORING OF
FOREIGN CUSTODY ARRANGEMENTS AND CONTRACTS
In establishing systems for the Monitoring of foreign custody
arrangements and contracts with Eligible Foreign Custodians, Delegate shall
consider the following factors, if such information is available:
1. Operating performance
2. Established practices and procedures
3. Relationship with market regulators
4. Contingency planning
E-1
APPENDIX E
INFORMATION REGARDING COUNTRY RISK
To aid the Board in its determinations regarding Country Risk, Delegate
will furnish Board annually with respect to the jurisdictions specified in
Article 3, the following information:
1. Copy of Addenda or Side Letters to Subcustodian Agreements
2. Legal Opinion, if available, with regard to:
a) Access to books and records by the Fund's accountants
b) Ability to recover assets in the event of bankruptcy of a
custodian
c) Ability to recover assets in the event of a loss
d) Likelihood of expropriation or nationalization, if available
e) Ability to repatriate or convert cash or cash equivalents
3. Audit Report
4. Copy of Balance Sheet from Annual Report
5. Country Profile Matrix containing market practice for:
a) Delivery versus payment
b) Settlement method
c) Currency restrictions
d) Buy-in practice
e) Foreign ownership limits
f) Unique market arrangements
APPENDIX F
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set forth
below:
A. BOARD
Board of Trustees
CDC Nvest Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
With a copy to:
CDC Nvest Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: _______________, Director, Client Management
Fax: (000) 000-0000
With a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Assistant General Counsel
Fax: (000) 000-0000
