Exhibit 99.7
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of December 1, 2000 by
and between SAFECO Common Stock Trust (the "Trust") and State Street Bank and
Trust Company (the "Custodian"). Capitalized terms used in this Amendment
without definition shall have the respective meanings given to such terms in the
Custodian Contract referred to below.
WHEREAS, the Trust and the Custodian entered into a Custodian Contract
dated as of March 31, 1997 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets, and the Trust has made SAFECO Growth Opportunities Fund,
SAFECO Equity Fund, SAFECO Dividend Income Fund, SAFECO Northwest Fund, SAFECO
International Stock Fund, SAFECO Balanced Fund, SAFECO Small Company Value Fund
and SAFECO U.S. Value Fund, subject to the Contract (each such series, together
with all other series subsequently established by the Trust and made subject to
the Contract in accordance with the terms thereof, shall be referred to as a
"Portfolio", and, collectively, the "Portfolios"); and
WHEREAS, with respect to each Portfolio except the SAFECO International
Stock Fund, the Trust and the Custodian desire to amend certain provisions of
the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and the adoption
of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of each of
the Portfolios (except the SAFECO International Stock Fund) held outside of the
United States.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. With respect to each Portfolio except the SAFECO International Stock Fund
(the term "Portfolio", as used throughout this amendment, shall exclude the
SAFECO International Stock Fund), the amendment to the Contract dated April
30, 1998, and relating to the 1997 revision of Rule 17f-5 revision is
hereby deleted, and the parties hereto agree that it shall be and is
replaced in its entirety by the provisions set forth below.
II. The Custodian does not provide services outside the United States for the
SAFECO International Stock Fund. The original terms of the Contract will
continue to apply with respect to the SAFECO International Stock Fund, and
neither the terms of this Amendment nor any amendment to the Contract
relating
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to Rule 17f-5, Rule 17f-7 or foreign custody will apply with respect to the
SAFECO International Stock Fund.
3. Provisions Relating to Rules 17f-5 and 17f-7
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3.1. Definitions. Capitalized terms in this Amendment shall have the following
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meanings:
"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 political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule
17f-5.
3.2. The Custodian as Foreign Custody Manager.
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3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Trust,
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by resolution adopted by its Board of Trustees (the "Board"), hereby delegates
to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held
outside the United States, and the Custodian hereby accepts such delegation as
Foreign Custody Manager with respect to the Portfolios.
3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible
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for performing the delegated responsibilities defined below only with respect to
the countries and custody arrangements for each such country listed on Schedule
A to this Contract, which list of countries may be amended from time to time by
the Trust with the agreement of the Foreign Custody Manager. The Foreign
Custody Manager shall list on Schedule A the Eligible Foreign Custodians
selected by the Foreign Custody Manager to
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maintain the assets of the Portfolios, which list of Eligible Foreign Custodians
may be amended from time to time in the sole discretion of the Foreign Custody
Manager. The Foreign Custody Manager will provide amended versions of Schedule A
in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Trust, on behalf of the Portfolios, of
the applicable account opening requirements for such country, the Foreign
Custody Manager shall be deemed to have been delegated by the Board on behalf of
the Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by
the Trust shall be deemed to be a Proper Instruction to open an account, or to
place or maintain Foreign Assets, in each country listed on Schedule A in which
the Custodian has previously placed or currently maintains Foreign Assets
pursuant to the terms of the Contract. Following the receipt of Proper
Instructions directing the Foreign Custody Manager to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody
Manager in a designated country, the delegation by the Board on behalf of the
Portfolios to the Custodian as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and the Custodian shall immediately cease to be
the Foreign Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Trust. Thirty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Trust, the Custodian shall have no
further responsibility in its capacity as Foreign Custody Manager to the Trust
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.
3.2.3 Scope of Delegated Responsibilities:
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(a) Selection of Eligible Foreign Custodians. Subject to the
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provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
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Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
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(c) Monitoring. In each case in which the Foreign Custody Manager
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maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign Custodian it has selected are no
longer appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 3.2.5 hereunder.
3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of
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this Section 3.2, the Board shall be deemed to have considered and determined to
accept such Country Risk as is incurred by placing and maintaining the Foreign
Assets in each country for which the Custodian is serving as Foreign Custody
Manager of the Portfolios.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall report
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the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody
Manager shall make written reports notifying the Board of any other material
change in the foreign custody arrangements of the Portfolios described in this
Section 3.2 after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In
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performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody
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Manager represents to the Trust that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Trust represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Contract to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody
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Manager. The Board's delegation to the Custodian as Foreign Custody Manager of
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the Portfolios shall be effective as of the date hereof and shall remain in
effect until terminated at any time, without penalty, by written notice from the
terminating party to the non-terminating party. Termination will become
effective thirty (30) days after receipt by the non-terminating party of such
notice. The provisions of Section 3.2.2 hereof shall govern the delegation to
and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
3.3 Eligible Securities Depositories.
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3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Trust
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(or its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Trust (or its duly-authorized
investment manager or investment adviser) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care,
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prudence and diligence in performing the duties set forth in Section 3.3.1.
4. Duties of the Custodian with Respect to Property of the Portfolios Held
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Outside the United States.
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4.1 Definitions. Capitalized terms in this Article 4 shall have the following
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meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. Holding Securities. The Custodian shall identify on its books as belonging
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to the Portfolios the foreign securities held by each Foreign Sub-Custodian or
Foreign Securities System. The Custodian may hold foreign securities for all of
its customers, including the Portfolios, with any Foreign Sub-Custodian in an
account that is identified as belonging to the Custodian for the benefit of its
customers, provided however, that (i) the records of the Custodian with respect
to foreign securities of the Portfolios which are maintained in such account
shall identify those securities as belonging to the Portfolios and (ii), to the
extent permitted and customary in the market in which the account is maintained,
the Custodian shall require that securities so held by the Foreign Sub-Custodian
be held separately from any assets of such Foreign Sub-Custodian or of other
customers of such Foreign Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained in a
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Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.
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4.4. Transactions in Foreign Custody Account.
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4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-
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Custodian shall release and deliver foreign securities of the Portfolios held by
the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System
account, only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:
(i) upon the sale of such foreign securities for the Portfolio in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded, including,
without limitation: (A) delivery against expectation of receiving
later payment; or (B) in the case of a sale effected through a
Foreign Securities System, in accordance with the rules governing
the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other similar
offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign securities are
called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of
the Custodian (or the name of the respective Foreign Sub-Custodian
or of any nominee of the Custodian or such Foreign Sub-Custodian) or
for exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units;
(vi) to brokers, clearing banks or other clearing agents for examination
or trade execution in accordance with market custom; provided that
in any such case the Foreign Sub-Custodian shall have no
responsibility or liability for any loss arising from the delivery
of such securities prior to receiving payment for such securities
except as may arise from the Foreign Sub-Custodian's own negligence
or willful misconduct;
(vii) 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;
(viii) in the case of warrants, rights or similar foreign 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;
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(ix) for delivery as security in connection with any borrowing by the
Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper Instructions
specifying the foreign securities to be delivered and naming the
person or persons to whom delivery of such securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions,
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which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the
respective Foreign Securities System to pay out, monies of a Portfolio in the
following cases only:
(i) upon the purchase of foreign securities for the Portfolio, unless
otherwise directed by Proper Instructions, by (A) delivering money
to the seller thereof or to a dealer therefor (or an agent for such
seller or dealer) against expectation of receiving later delivery of
such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of foreign
securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees under
this Contract, legal fees, accounting fees, and other operating
expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange
contracts for the Portfolio, including transactions executed with or
through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in respect of
securities sold short;
(vii) in connection with the borrowing or lending of foreign securities;
and
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(viii) for any other purpose, but only upon receipt of Proper Instructions
specifying the amount of such payment and naming the person or
persons to whom such payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this Contract
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to the contrary, settlement and payment for Foreign Assets received for the
account of the Portfolios and delivery of Foreign Assets maintained for the
account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to custody
and settlement practices in countries in which the Custodian employs a Foreign
Sub-Custodian described on Schedule C hereto at the time or times set forth on
such Schedule. The Custodian may revise Schedule C from time to time, provided
that no such revision shall result in the Board being provided with
substantively less information than had been previously provided hereunder.
4.5. Registration of Foreign Securities. The foreign securities maintained in
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the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable Portfolio or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the Trust on behalf of such Portfolio agrees to
hold any such nominee harmless from any liability as a holder of record of such
foreign securities. The Custodian or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the terms of this
Contract unless the form of such securities and the manner in which they are
delivered are in accordance with reasonable market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as belonging to
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the Trust cash (including cash denominated in foreign currencies) deposited with
the Custodian. Where the Custodian is unable to maintain, or market practice
does not facilitate the maintenance of, cash on the books of the Custodian, a
bank account or bank accounts shall be opened and maintained outside the United
States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts
referred to in this Section shall be subject only to draft or order by the
Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for the account of
the Portfolio. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.
4.7. Collection of Income. The Custodian shall use reasonable commercial
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efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Portfolios shall be entitled and shall credit
such income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such
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income, the Trust and the Custodian shall consult as to such measures and as to
the compensation and expenses of the Custodian relating to such measures.
4.8 Shareholder Rights. With respect to the foreign securities held pursuant
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to this Article 4, the Custodian will use reasonable commercial efforts to
facilitate the exercise of voting and other shareholder rights, subject always
to the laws, regulations and practical constraints that may exist in the country
where such securities are issued. The Trust acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack of notice and
other factors may have the effect of severely limiting the ability of the Trust
to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
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transmit promptly to the Trust written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Portfolios (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Trust written
information with respect to materials so received by the Custodian from issuers
of the foreign securities whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign securities or other property of the Portfolios at any
time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian
is in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least three business days prior
to the date on which the Custodian is to take action to exercise such right or
power.
4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which
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the Custodian employs a Foreign Sub-Custodian shall, to the extent possible,
require the Foreign Sub-Custodian to exercise reasonable care in the performance
of its duties, and to indemnify, and hold harmless, the Custodian from and
against any loss, damage, cost, expense, liability or claim arising out of or in
connection with the Foreign Sub-Custodian's performance of such obligations. At
the Trust's election, the Portfolios shall be entitled to be subrogated to the
rights of the Custodian with respect to any claims against a Foreign Sub-
Custodian as a consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Portfolios have not been made whole for any
such loss, damage, cost, expense, liability or claim.
4.11 Tax Law. The Custodian shall have no responsibility or liability for any
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obligations now or hereafter imposed on the Trust, the Portfolios or the
Custodian as custodian of the Portfolios by the tax law of the United States or
of any state or political subdivision thereof. It shall be the responsibility
of the Trust to notify the Custodian of the obligations imposed on the Trust
with respect to the Portfolios or the Custodian as custodian of the Portfolios
by the tax law of countries other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
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responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Trust with respect to any claim for exemption
or refund under the tax law of countries for which the Trust has provided such
information.
4.12. Liability of Custodian. Except as may arise from the Custodian's own
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negligence or willful misconduct or the negligence or willful misconduct of a
Sub-Custodian, the Custodian shall be without liability to the Trust for any
loss, liability, claim or expense resulting from or caused by anything which is
part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-
Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the
event of any conflict between the provisions of Articles 3 and 4 hereof,
the provisions of Article 3 shall prevail.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
Witnessed By: STATE STREET BANK and TRUST COMPANY
/s/ XXXXXX X. XXXXXX By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
VP & Counsel Title: Vice Chairman and Chief Operating Officer
Witnessed By: SAFECO COMMON STOCK TRUST
/s/ XXXXXXX XXXXXXX By: /s/ XXXXX X. XXXX
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Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxx
VP & Counsel Title: President
AMENDMENT, dated March 30, 2001 to the January 31, 1996 global custody
agreement ("Agreement"), between The Chase Manhattan Bank ("Bank"), having a
place of business at 000 Xxxx Xxx., Xxx Xxxx, X.X. 00000-0000, and SAFECO COMMON
STOCK TRUST (the "Customer"), on behalf of each series of the Customer listed on
Schedule A to the Agreement.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is confirmed in
all respects. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
Section 2. The Agreement is amended by deleting the Mutual Fund Rider
thereto and inserting, in lieu thereof, the following Rider:
I. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of Customer, Bank may, but need not, add to Schedule B
an Eligible Foreign Custodian where Bank has not acted as Foreign
Custody Manager with respect to the selection thereof. Bank shall
notify Customer in the event that it elects to add any such entity.
II. Add the following language to the end of Section 3 of the
Agreement:
(i) The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in rule
17f-5(a)(7); and
(b) an "Eligible Foreign Custodian," which, as defined in rule 17f-
5(a)(1) and (5), shall mean (i) a banking institution or trust
company, incorporated or organized under the laws of a country other
than the United States, that is regulated as such by that country's
government or an agency thereof, or (ii) a majority-owned direct or
indirect subsidiary of a U.S. Bank or bank holding company which
subsidiary is incorporated or organized under the laws of a country
other than the United States. In addition, an Eligible Foreign
Custodian shall also mean any other entity that shall have been so
qualified by exemptive order, rule or other appropriate action of the
SEC.
(ii) The term "securities depository" as used herein shall mean the
following when referring to a securities depository located:
(a) outside the U.S,. an "Eligible Securities Depository" which, in
turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as
the same may be amended from time to time, or that has otherwise been
made exempt by an SEC exemptive order, rule other appropriate SEC
action, except that prior to the compliance date with rule 17f-7 for a
particular securities depository the term "securities depository"
shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule
17f-5.
(b) in the U.S., a "securities depository" as defined in SEC rule 17f-
4(a).
(iii) For purposes of clarity, it is understood and agreed that the
term Subcustodian shall not include any securities depository. For purposes of
the provisions of the Agreement imposing liability on Bank, the term
Subcustodian shall not include any Eligible Foreign Custodian as to which Bank
has not acted as Foreign Custody Manager.
III. Add the following language to the end of Section 14(c) of the
Agreement:
Upon reasonable request from Customer, Bank shall furnish Customer
such reports (or portions thereof) of Bank's system of internal accounting
controls applicable to Bank's duties hereunder. Bank shall endeavor to obtain
and furnish Customer with such similar reports as it may reasonably request with
respect to each Subcustodian and securities depository holding Assets.
IV. "Add new Section 15 to the Agreement as follows:
15. Compliance with Securities and Exchange Commission rule 17f-5
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("rule 17f-5").
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(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it
of, the obligation to perform as Customer's "Foreign Custody Manager" (as that
term is defined in rule 17f-5(a)(3)), including for the purposes of: (i)
selecting Eligible Foreign Custodians (as that term is defined in rule 17f-
5(a)(1), as the same may be amended from time to time, or that have otherwise
been exempted by SEC exemptive order, rule other appropriate SEC action) to hold
Customer's Foreign Assets, and (ii) evaluating the contractual arrangements with
such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii)
monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the
placement of Foreign Assets with particular Eligible Foreign
Custodians and of any material change in the arrangements with such
Eligible Foreign Custodians, with such reports to be provided to
Customer's Board at such times as the Board deems reasonable and
appropriate based on the circumstances of Customer's foreign custody
arrangements but until further notice from Customer requesting a
different schedule, such reports shall be provided not less than
quarterly in summary form, with a more detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Foreign Assets placed and maintained in the
safekeeping of such Eligible Foreign Custodian shall be subject to
reasonable care, based on the standards applicable to custodians in
the relevant market, after having considered all factors relevant to
the safekeeping of such Assets, including, without limitation, those
factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable
to custodians in the relevant market as provided in rule 17f-5(c)(2);
and
(v) have established a system to monitor the continued appropriateness
of maintaining Foreign Assets with particular Eligible Foreign
Custodians and performance of the governing contractual arrangements;
it being understood, however, that in the event that Bank shall have
determined that the existing Eligible Foreign Custodian in a given
country would no longer afford Foreign Assets reasonable care and that
no other Eligible Foreign Custodian in that country would afford
reasonable care, Bank shall promptly so advise Customer and shall then
act in accordance with the Instructions of Customer with respect to
the disposition of the affected Foreign Assets.
2
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant
to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17 hereof,
Customer shall be solely responsible to assure that the maintenance of Foreign
Assets hereunder complies with the rules, regulations, interpretations and
exemptive orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in
rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed
and maintained in Bank's custody are subject to the Investment Company Act of
1940, as amended (the "1940 Act") as the same may be amended from time to time;
(2) its Board (or other governing body) has determined that it is reasonable to
rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board
(or other governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which Customer's Foreign
Assets shall be held hereunder and determined to accept the risks arising
therefrom (including, but not limited to, a country's financial infrastructure,
prevailing custody and settlement practices, laws applicable to the safekeeping
and recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country
Risk")). Nothing contained herein shall require Bank to make any selection on
behalf of Customer that would entail consideration of Country Risk and, except
as may be provided in (e) below, to engage in any monitoring of Country Risk.
(e) Bank shall provide to Customer such information relating to
Country Risk as is specified in Appendix 1-A hereto. Customer hereby
acknowledges that: (i) such information is solely designed to inform Customer of
market conditions and procedures and is not intended as a recommendation to
invest or not invest in particular markets; and (ii) Bank has gathered the
information from sources it considers reliable, but that Bank shall have no
responsibility for inaccuracies or incomplete information as long as Bank has
used reputable sources for such information.
V. Add the following language after the word "administration" in the
first sentence of Section 4(d) of the Agreement: "or, in the case of cash
deposits, except for liens or rights in favor of creditors of the Subcustodian
arising under bankruptcy, insolvency or similar laws".
VI. Add a new Section 16 to the Agreement as follows:
16. Compliance with Securities and Exchange Commission rule 17f-7
-------------------------------------------------------------
("rule 17f-7").
--------------
(a) Bank shall, for consideration by Customer, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining Customer's Foreign Assets with each Eligible Securities Depository
used by Bank as of the date hereof (or, in the case of an Eligible Securities
Depository not used by Bank as of the date hereof, prior to the initial
placement of Customer's Foreign Assets at such Depository) and at which any
Foreign Assets of Customer are held or are expected to be held. The foregoing
analysis will be provided to Customer at Bank's Website. In connection with the
foregoing, Customer shall notify Bank of any Eligible Securities Depositories at
which it does not choose to have its Foreign Assets held. Bank shall monitor
the custody risks associated with maintaining Customer's Foreign Assets at each
such Eligible Securities Depository on a continuing basis and shall promptly
notify Customer or its adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in
performing the requirements set forth in Section 17(a) above.
3
(c) Based on the information available to it in the exercise of
diligence, Bank shall determine the eligibility under rule 17f-7 of each
depository before including it on Appendix 1-B hereto and shall promptly advise
Customer if any Eligible Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of the date hereof are set forth in
Appendix 1-B hereto, and as the same may be amended on notice to Customer from
time to time.)
(d) Bank need not commence performing any of the duties set forth in
this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is
prepared to commence such duties prior to such date as to particular
depositories.
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
SAFECO COMMON STOCK TRUST THE CHASE MANHATTAN BANK
By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXXXX
----------------------- -------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Vice President
Date: March 30, 2001 Date: March 30, 2001
4
Appendix 1-A
Information Regarding Country Risk
----------------------------------
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Foreign Assets into a
country the following information (check items applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records kept by
an Eligible Foreign Custodian located in that country.
___ ii. Whether applicable foreign law would restrict the Customer's ability
to recover its assets in the event of the bankruptcy of an Eligible
Foreign Custodian located in that country.
___ iii. Whether applicable foreign law would restrict the Customer's ability
to recover assets that are lost while under the control of an Eligible
Foreign Custodian located in the country.
B. Written information concerning:
___ i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Customer's assets.
___ ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions,
(iii) foreign exchange, (iv) securities settlement and registration, (v)
taxation, (vi) market settlement risk, (vii) Eligible Securities
Depositories (including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the information in market
reports.
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
Appendix 1-b
SECURITIES DEPOSITORIES
As Of January 17, 2001
-------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------------------------------------------------------------------------------------
Argentina CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
-------------------------------------------------------------------------------------------------------
Argentina CRYL Government Debt
(Central de Registration y Liquidacion
de Instruments de Endeudamiento Publico)
-------------------------------------------------------------------------------------------------------
Australia Austraclear Limited Corporate Debt, Money Market,
Semi-Government Debt
-------------------------------------------------------------------------------------------------------
Australia CHESS Equity
(Clearing House Electronic Sub-register
System)
-------------------------------------------------------------------------------------------------------
Australia RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
-------------------------------------------------------------------------------------------------------
Austria OcKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
-------------------------------------------------------------------------------------------------------
Belgium CIK Equity, Corporate Debt
(Caisse Interprofessiionnelle de Depots
et de Virements de Titres S.A.)
-------------------------------------------------------------------------------------------------------
Xxxxxxx XXX Corporate Debt, Government Debt
(National Bank of Belgium)
-------------------------------------------------------------------------------------------------------
Brazil CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
-------------------------------------------------------------------------------------------------------
Brazil CETIP Corporate Debt
(Central de Custodia e Liquidacao
Financuera de Titulos Privados)
-------------------------------------------------------------------------------------------------------
Brazil SELIC Government Debt
(Sistema Especial de Liquidacao e
Custodia)
-------------------------------------------------------------------------------------------------------
Bulgaria BNB Government Debt
(Bulgaira national Bank)
-------------------------------------------------------------------------------------------------------
Bulgaria CDAD Equity, Corporate Debt
(Central Depository A.D.)
-------------------------------------------------------------------------------------------------------
Canada CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
-------------------------------------------------------------------------------------------------------
Chile DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
-------------------------------------------------------------------------------------------------------
China, Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing
and Registration Corporation)
-------------------------------------------------------------------------------------------------------
China, Shanghai SSCC Equity
(Shenzhen Securities Clearing Company,
Limited)
-------------------------------------------------------------------------------------------------------
Colombia DCV Government Debt
(Deposito Central de Valores)
-------------------------------------------------------------------------------------------------------
Colombia DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valors de
Colombia S.A.)
-------------------------------------------------------------------------------------------------------
Croatia SDA Equity, Government Debt
Central Depository Agency Inc. -
Stredisnja depozitarna agencija d.d.)
-------------------------------------------------------------------------------------------------------
Croatia Ministry of Finance of the Republic of Short-term debt issued by the Ministry of
Croatia Finance
-------------------------------------------------------------------------------------------------------
Croatia CNB Short-term debt issued by the national Bank
(Croatian national Bank) of Croatia
-------------------------------------------------------------------------------------------------------
1
Appendix 1-b
SECURITIES DEPOSITORIES
As Of January 17, 2001
---------------------------------------------------------------------------------------------------------
Czech Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
---------------------------------------------------------------------------------------------------------
Czech Republic CNB Government Debt
(Czech national Bank)
---------------------------------------------------------------------------------------------------------
Denmark VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
---------------------------------------------------------------------------------------------------------
Egypt MSCD Equity, Corporate Debt
(Misr for Clearing, Settlement and
Depository, S.A.E.)
---------------------------------------------------------------------------------------------------------
Estonia ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for
Securities Limited - Eesti Vaatpaberite
keskdepositoorium)
---------------------------------------------------------------------------------------------------------
Euromarket DCC Euro-CDs
(The Depository and Clearing Centre)
---------------------------------------------------------------------------------------------------------
Eromarket Clearstream Euro-Debt
(Clearstream Banking, S.A.)
---------------------------------------------------------------------------------------------------------
Euromarket Euroclear Euro-Debt
---------------------------------------------------------------------------------------------------------
Finland APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository
Limited)
---------------------------------------------------------------------------------------------------------
France Euroclear France Equity, Corporate Debt, Government Debt
---------------------------------------------------------------------------------------------------------
Germany Clearstream Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
---------------------------------------------------------------------------------------------------------
Greece CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
---------------------------------------------------------------------------------------------------------
Hong Kong CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
---------------------------------------------------------------------------------------------------------
Hungary KELER Equity, Corporate Debt, Government Debt
(Central Depository and Clearing House -
Kosponti Elszamolohaz es Ertektar
(Budapest) Rt.)
---------------------------------------------------------------------------------------------------------
India NSDL Equity, Corporate Debt, Government Debt
(national Securities Depository Limited)
---------------------------------------------------------------------------------------------------------
India CDSL Equity
(Central Depository Services (India)
Limited)
---------------------------------------------------------------------------------------------------------
India RBI Government Debt
(Reverse Bank of India)
---------------------------------------------------------------------------------------------------------
Indonesia KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
---------------------------------------------------------------------------------------------------------
Ireland CREST Equity, Corporate Debt
(CRESTCo Limited)
---------------------------------------------------------------------------------------------------------
Israel TASE Clearing House Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
---------------------------------------------------------------------------------------------------------
Italy Monte Titoli S.p.A. Equity, corporate Debt, Government Debt
---------------------------------------------------------------------------------------------------------
Italy Banca d'Italia Government Debt
---------------------------------------------------------------------------------------------------------
Ivory Coast DC/BR Equity
(Le Depositaire Central/Banque de
Reglement)
---------------------------------------------------------------------------------------------------------
Japan JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
---------------------------------------------------------------------------------------------------------
Japan BoJ Registered Government Debt
(Bank of Japan)
---------------------------------------------------------------------------------------------------------
2
Appendix 1-b
SECURITIES DEPOSITORIES
As Of January 17, 2001
---------------------------------------------------------------------------------------------------------
Kazakhstan CSD Equity
(Central Securities Depository CJSC)
---------------------------------------------------------------------------------------------------------
Kenya CBCD Government Debt
(Central Bank Central Depository)
---------------------------------------------------------------------------------------------------------
Latvia LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
---------------------------------------------------------------------------------------------------------
Lebanon Midclear X.X.X. Equity
(Custodian and Clearing Center of
Financial Instruments for Lebanon and
the Middle East X.X.X.)
---------------------------------------------------------------------------------------------------------
Lithuania CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of
Lithuania)
---------------------------------------------------------------------------------------------------------
Luxembourg Clearstream Equity
(Clearstream Banking Depository of
Lithuania)
---------------------------------------------------------------------------------------------------------
Malaysia MDC Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
---------------------------------------------------------------------------------------------------------
Mauritius CDS Equity, Corporate Debt
(Central Depository and Settlement
Company Limited)
---------------------------------------------------------------------------------------------------------
Mexico INDEVAL Equity, Corporate Debt, Government Debt
(s.D. INDEVAL S.A. de C.V.)
---------------------------------------------------------------------------------------------------------
Morocco Maroclear Equity, Corporate Debt, Government Debt
---------------------------------------------------------------------------------------------------------
Netherlands NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V.)
---------------------------------------------------------------------------------------------------------
New Zealand NSCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities
Depository)
---------------------------------------------------------------------------------------------------------
Nigeria CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System
Limited)
---------------------------------------------------------------------------------------------------------
Norway VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
---------------------------------------------------------------------------------------------------------
Oman MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
---------------------------------------------------------------------------------------------------------
Pakistan CDC Government Debt
(Central Depository Company of Pakistan
Limited)
---------------------------------------------------------------------------------------------------------
Peru CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
---------------------------------------------------------------------------------------------------------
Philappines PCD Equity
(Philappine Central Depository Inc.)
---------------------------------------------------------------------------------------------------------
Philappines ROSS Government Debt
(Bangko Sentral ng Pilipinas / Register
of Scripless Securities)
---------------------------------------------------------------------------------------------------------
Poland NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
---------------------------------------------------------------------------------------------------------
Portugal CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e
Sistema de Liquidacao e Compensacao)
---------------------------------------------------------------------------------------------------------
Romania SNCDD Equity
(National Company for Clearing,
Settlement and Depository for Securities)
---------------------------------------------------------------------------------------------------------
3
Appendix 1-b
SECURITIES DEPOSITORIES
As Of January 17, 2001
---------------------------------------------------------------------------------------------------------
Romania BSE Equity
(Bucharest Stock Exchange Registry)
---------------------------------------------------------------------------------------------------------
Russia VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
---------------------------------------------------------------------------------------------------------
Russia NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
---------------------------------------------------------------------------------------------------------
Russia DCC Equity
(Depository Clearing Company)
---------------------------------------------------------------------------------------------------------
Singapore CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
---------------------------------------------------------------------------------------------------------
Singapore SGS Government Debt
(Monetary Authority of Singapore /
Singapore Government Securities
Book-Entry System)
---------------------------------------------------------------------------------------------------------
Slovak Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR
Bratislava, a.s.)
---------------------------------------------------------------------------------------------------------
Slovak Republic NBS Government Debt
(National Bank of Slovakia)
---------------------------------------------------------------------------------------------------------
Slovenia KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
---------------------------------------------------------------------------------------------------------
South Africa CDL Corporate Debt, Government Debt
(Central Depository (Pty) Limited)
---------------------------------------------------------------------------------------------------------
South Africa STRATE Equity
(share Transactions Totally Electronic)
---------------------------------------------------------------------------------------------------------
South Korea KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
---------------------------------------------------------------------------------------------------------
Spain SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion
de Valores, S.A.)
---------------------------------------------------------------------------------------------------------
Spain CBEO Government Debt
(Banco de Espana / Central Book Entry
Office)
---------------------------------------------------------------------------------------------------------
Sri Lanka CDS Equity, Corporate Debt
(Central Depository System (Private)
Limited)
---------------------------------------------------------------------------------------------------------
Sweden VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
---------------------------------------------------------------------------------------------------------
Switzerland SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
---------------------------------------------------------------------------------------------------------
Taiwan TSCD Equity, Government Debt
(Taiwan Securities Central Depository
Co., Ltd.)
---------------------------------------------------------------------------------------------------------
Thailand TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
limited)
---------------------------------------------------------------------------------------------------------
Tunisia STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des
Valeurs mobilieres)
---------------------------------------------------------------------------------------------------------
Turkey TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
---------------------------------------------------------------------------------------------------------
United Kingdom CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
---------------------------------------------------------------------------------------------------------
United Kingdom CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
---------------------------------------------------------------------------------------------------------
United States DTC Equity, Corporate Debt
(Depository Trust Company)
---------------------------------------------------------------------------------------------------------
4
Appendix 1-b
SECURITIES DEPOSITORIES
As Of January 17, 2001
---------------------------------------------------------------------------------------------------------
United States PTC Mortgage Back Debt
(Participants Trust Company)
---------------------------------------------------------------------------------------------------------
United States FED Government Debt
(The Federal Reserve Book-Entry System)
---------------------------------------------------------------------------------------------------------
Uruguay BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
---------------------------------------------------------------------------------------------------------
Venezuela BCV Government Debt
(Banco Central de Venezuela)
---------------------------------------------------------------------------------------------------------
Zambia CSD Equity, Government Debt
(XxXX Central Shares Depository limited)
---------------------------------------------------------------------------------------------------------
Zambia BoZ Government Debt
(Bank of Zambia)
---------------------------------------------------------------------------------------------------------
5
