DELEGATION AGREEMENT
AGREEMENT, dated as of August 1, 2005, by and between INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Delegate”), and DOMINI SOCIAL TRUST, a New York trust (the “Trust”).
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 Trust desires to delegate to the Delegate, and the Delegate hereby agrees to accept and assume, certain responsibilities concerning Foreign Assets (as defined below) 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 Trust 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:
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1. |
Definitions |
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Capitalized terms in this Agreement have the following meanings: |
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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.
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b. |
Board |
Board means the Board of Trustees (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of Trust.
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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.
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d. |
Eligible Foreign Custodian |
Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes foreign branches of U.S. Banks (as the term “U.S. Bank” is defined in Rule 17f-5(a)(7)).
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e. |
Foreign Assets |
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Foreign Assets has the meaning set forth in Rule 17f-5(a)(2) |
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f. |
Foreign Custody Manager |
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Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3). |
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g. |
Securities Depository |
Securities Depository has the meaning set forth in Rule 17f-4(c)6.
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h. |
Monitor |
Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made.
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2. |
Representations |
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a. |
Delegate’s Representations |
Delegate represents that it is a trust company chartered under the laws of the Commonwealth of Massachusetts. 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.
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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.
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3. |
Jurisdictions and Depositories Covered |
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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.
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June 2005 |
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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.
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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. Ten 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.
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4. |
Delegation of Authority to Act as Foreign Custody Manager |
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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 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.
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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 enter into, on behalf of Fund, such written contracts governing Fund’s foreign custody arrangements with such Eligible Foreign Custodians as Delegate deems appropriate.
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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 in accordance with paragraph (c)(1) of Rule 17f-5. 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 of, and the performance of, such contract under paragraph (c)(2) of Rule 17f-5. If an arrangement with an Eligible Foreign Custodian no longer meets the requirements of Rule 17f-5, the Delegate should withdraw the Foreign Assets from the Eligible Foreign Custodian as soon as reasonably practical.
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June 2005 |
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6. |
Securities Depositories |
a. In accordance with the requirements of Rule 17f-7, Delegate shall, upon execution of this Agreement, 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.
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.
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7. |
Guidelines and Procedures for the Exercise of Delegated Authority |
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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, and will continue to, Monitor such Country Risk to the extent Board 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.
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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;
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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; |
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ii. |
Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; |
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iii. |
The Eligible Foreign Custodian’s general reputation and standing; |
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iv. |
Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of |
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June 2005 |
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; and
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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; |
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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 applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).
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d. |
Monitoring of Eligible Foreign Custodians |
In exercising the authority delegated under this Agreement to establish a system to Monitor the appropriateness of maintaining Foreign Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing Fund’s foreign custody arrangements, Delegate shall consider any factors and criteria set forth in Appendix D to this Agreement and such other factors that may be required to be considered under Rule 17f-5. If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole 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.
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8. |
Standard of Care |
a. In exercising the authority delegated under this Agreement with regard to its duties under Rule 00x-0, Xxxxxxxx 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 Rule 00x-0, Xxxxxxxx agrees to exercise reasonable care, prudence and diligence.
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9. |
Reporting Requirements |
Delegate agrees to provide written reports notifying Board of the placement of Foreign Assets with a particular Eligible Foreign Custodian and of any material change in Fund’s arrangements with such Eligible Foreign Custodians. Such reports shall be provided to Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion.
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June 2005 |
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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.
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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 resulting solely from the negligence, willful misfeasance or bad faith of the Delegate or any Indemnified Party. Without limiting the foregoing, 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:
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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; |
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ii. |
Any information which the Delegate provides or does not provide under Section 10 hereof; |
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iii. |
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, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events. |
b. Notwithstanding anything to the contrary in this Agreement, in no event shall the Delegate or the Indemnified Parties be liable to the Fund or any third party for 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.
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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 will become effective 30 days after receipt by the non-terminating party of such notice.
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June 2005 |
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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.
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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.
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15. |
Limitation of Liability |
This Agreement is executed and made by the Trustees of the Trust not individually but as Trustees under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees or beneficial owners of the Trust individually but bind only the trust estate of each Fund. The Delegate agrees that the obligations assumed by the Trust hereunder shall be limited in all cases to the assets of each Fund, and the Delegate shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees, or beneficial owners of the Trust.
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16. |
Several Obligations of the Funds |
This Agreement is an agreement entered into between the Delegate and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Delegate shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the Delegate had separately contracted with the Fund by separate written instrument with respect to each Fund.
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17. |
Miscellaneous |
(a) This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.
(b) This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and which collectively shall be deemed to constitute only one instrument.
(c) The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
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June 2005 |
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
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By: /s/ Xxxxxx X. Xxxxxxx |
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
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By: |
/s/ Xxxxxx X. Xxxxxx |
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
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June 2005 |
List of Appendices
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A1 -- Jurisdictions Covered |
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A2 – Securities Depositories Covered |
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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
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E -- Information Regarding Country Risk |
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F -- Authorized Representatives |
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June 2005 |
APPENDIX A1
Jurisdictions Covered
[delete those countries which are not delegated]
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Argentina |
Kenya |
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Austria |
Korea |
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Australia |
Latvia |
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Bahrain |
Lebanon |
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Bangladesh |
Lithuania |
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Belgium |
Luxembourg |
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Bermuda |
Malaysia |
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Bolivia |
Mauritius |
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Botswana |
Mexico |
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Brazil |
Morocco |
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Bulgaria |
Namibia |
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Canada |
Netherlands |
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Chile |
New Zealand |
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China |
Norway |
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Clearstream (Cedel) |
Oman |
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Colombia |
Pakistan |
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Costa Rica |
Panama |
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Croatia |
Papau New Guinea |
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Cyprus |
Peru |
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Czech Republic |
Philippines |
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Denmark |
Poland |
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Ecuador |
Portugal |
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Egypt |
Romania |
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Estonia |
Russia |
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Euroclear |
Singapore |
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Finland |
Slovak Republic |
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France |
Slovenia |
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Germany |
South Africa |
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Ghana |
Spain |
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Greece |
Sri Lanka |
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Hong Kong |
Swaziland |
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Hungary |
Sweden |
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Iceland |
Switzerland |
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India |
Taiwan |
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Indonesia |
Thailand |
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Ireland |
Turkey |
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Israel |
Ukraine |
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Italy |
United Kingdom |
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Ivory Coast |
Uruguay |
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Japan |
Venezuela |
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Jordan |
Zambia |
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Kazakhstan |
Zimbabwe |
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A1-1 |
June 2005 |
APPENDIX A2
Securities Depositories Covered
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Argentina CDV CRYL
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Philippines PCD XxXX
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Australia Austraclear Ltd. CHESS ITS
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Poland CRBS NDS
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Austria OeKB AG
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Portugal Central de Valores Mobiliarios
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Bahrain None
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Romania NBR SNCDD tock Exchange Registry, Clearing & Settlement
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Bangladesh None
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Russia DCC NDC XX
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Xxxxxxx XXX XXX
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Xxxxxxxxx XXX XXX
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Xxxxxxx Xxxx
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Xxxxxx Republic NBS SCP
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Botswana None
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Slovenia KDD
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Brazil CBLC CETIP ELIC
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South Africa STRATE The Central Depository (Pty) Ltd.
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Bulgaria The Bulgarian National Bank he Central Depository
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Spain Banco de Espana SCLV
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Canada Bank of Canada CDS
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Sri Lanka CDS
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Chile DCV
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Sweden VPC AB
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China SSCC SSCCRC
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Switzerland SIS SegaIntersettle AG
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Delegation Agreement |
A2-2 |
June 2005 |
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Clearstream
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Taiwan TSCD
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Colombia DCV DECEVAL
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Thailand TSD
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Costa Rica CEVAL
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Turkey CBT Takasbank
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Croatia CNB Ministry of Finance DA
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Ukraine Depository of the National Bank of Xxxxxxx XX Xxxxxxxxxx
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Xxxxx Xxxxxxxx XXX XXX
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Xxxxxxx Xxxx
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Xxxxxxx VP
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United Kingdom CMO CREST
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Ecuador DECEVALE, S.A.
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Venezuela BCV CVV
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Egypt Misr for Clearing, Settlement & Dep.
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Zambia Bank of Zambia XxXX CSD
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Estonia ECDSL
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Zimbabwe None |
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Euroclear
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Finland APK
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France Sicovam SA
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Germany Clearstream
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Ghana None
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Greece Bank of Greece CSD
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Hong Kong CCASS CMU
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Hungary Keler Ltd.
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India CDSL NSDL
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Delegation Agreement |
A2-3 |
June 2005 |
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Indonesia Bank Indonesia PT.KSEI
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Ireland CREST Gilt Settlement Office
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Israel TASE Clearing House Ltd.
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Italy Banca d-Italia Monte Titoli
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Ivory Coast* Depositaire Central/ Banque de Reglement
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Japan Bank of Japan JASDEC
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Jordan SDC
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Kazakhstan Kazakhstan Central Securities Depository
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Kenya Central Bank of Kenya Central Depository
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Korea KSD
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Latvia Bank of Latvia LCD
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Lebanon Banque de Liban MIDCLEAR
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Lithuania CSDL
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Luxembourg Clearstream
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Malaysia BNM (SSTS) MCD
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Mauritius CDS
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Mexico S.D. Indeval
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Morocco Maroclear S.A.
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Netherlands NECIGEF
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Delegation Agreement |
X0-0 |
Xxxx 0000 |
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Xxx Xxxxxxx Xxx Xxxxxxx Central Securities Depository
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Norway VPS
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Oman MDSRC
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Pakistan Central Depository Co. of Pakistan Limited xxxx Bank of Pakistan
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Peru CAVALI
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* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are available through the Ivory Coast
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Delegation Agreement |
A2-5 |
June 0000 |
XXXXXXXX X
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]
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Malta/Maltese Stock Registry |
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
By: _/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Treasurer
DATE: September 11, 2005
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Delegation Agreement |
B-1 |
June 2005 |
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):
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None |
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_________ |
Other (list below): |
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Delegation Agreement |
C-1 |
June 2005 |
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:
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1. |
Operating performance |
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2. |
Established practices and procedures |
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3. |
Relationship with market regulators |
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4. |
Contingency planning |
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Delegation Agreement |
D-1 |
June 0000 |
XXXXXXXX X
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:
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1. |
Copy of Addenda or Side Letters to Subcustodian Agreements |
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2. |
Legal Opinion, if available, with regard to: |
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a) |
Access to books and records by the Fund’s accountants |
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b) |
Ability to recover assets in the event of bankruptcy of a custodian |
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c) |
Ability to recover assets in the event of a loss |
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d) |
Likelihood of expropriation or nationalization, if available |
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e) |
Ability to repatriate or convert cash or cash equivalents |
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3. |
Audit Report |
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4. |
Copy of Balance Sheet from Annual Report |
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5. |
Country Profile Matrix containing market practice for: |
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a) |
Delivery versus payment |
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b) |
Settlement method |
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c) |
Currency restrictions |
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d) |
Buy-in practice |
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e) |
Foreign ownership limits |
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f) |
Unique market arrangements |
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Delegation Agreement |
E-1 |
June 2005 |
APPENDIX F
Authorized Representatives
The names and addresses of each party’s authorized representatives are set forth below:
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A. Board |
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With a copy to: |
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000 Xxxxxxxx |
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0xx Xxxxx |
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Xxx Xxxx, XX 00000-0000 | ||||||||
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Attn: Xxxxxx Xxxxxx |
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Cc: Xxxx Xxxxxx, Esq. |
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B. Delegate |
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Investors Bank & Trust Company |
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000 Xxxxxxxxx Xxxxxx |
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X.X. Xxx 0000 |
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Xxxxxx, XX 00000-0000 |
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Attention: Xxxxxxxxxxx X. Xxxxx, Director, Client Management | |||||
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Fax: (000) 000-0000 |
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With a copy to: |
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Investors Bank & Trust Company |
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000 Xxxxxxxxx Xxxxxx |
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X.X. Xxx 0000 |
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Xxxxxx, XX 00000-0000 |
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Attention: Xxxxxx X. Xxxxx, Deputy General Counsel | |||||
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Fax: (000) 000-0000 |
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Delegation Agreement |
F-1 |
June 2005 |
