MASTER DELEGATION AGREEMENT
AGREEMENT, dated as of June 30, 2005 by
and between INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
(the “Delegate”), and each of the registered investment companies (each a “Fund”
and collectively “the Funds”) listed on Appendix A) and their
portfolios.
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
Directors / Trustees of each Fund desires to delegate to the Delegate certain
responsibilities concerning Foreign Assets (as defined below), and the Delegate
hereby agrees to retain such delegation, as described herein; and
WHEREAS, pursuant to the provisions of
Rule 17f-7 under the 1940 Act, and subject to the terms and conditions set forth
herein, the Board of Directors / Trustees of each Fund desires to retain the
Delegate to provide certain services concerning Foreign Assets, and the Delegate
hereby agrees to provide such services, as described herein;
NOW THEREFORE, in consideration of the
premises and of the mutual agreements contained herein, the parties hereto agree
as follows:
|
1.
|
Definitions
|
Capitalized terms in this Agreement
have the following meanings:
|
|
a.
|
Authorized
Representative
|
Authorized Representative means any one
of the persons who are empowered, on behalf of the parties to this Agreement, to
receive notices from the other party and to send notices to the other
party.
|
|
b.
|
Board
|
Board means the Board of Directors /
Trustees (or the body authorized to exercise authority similar to that of the
board of directors of a corporation) of each Fund.
|
|
c.
|
Country
Risk
|
Country Risk means all factors
reasonably related to the systemic risk of holding Foreign Assets in a
particular country including, but not limited to, such country’s financial
infrastructure (including any Securities Depositories operating in such
country); prevailing custody and settlement practices; and laws applicable to
the safekeeping and recovery of Foreign Assets held in custody.
|
|
d.
|
Eligible Foreign
Custodian
|
Eligible Foreign Custodian has the
meaning set forth in Rule 17f-5(a)(1) 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)).
1
|
|
e.
|
Foreign Assets
|
Foreign Assets has the meaning set
forth in Rule 17f-5(a)(2)
|
f.
|
Foreign Custody
Manager
|
Foreign Custody Manager has the meaning
set forth in Rule 17f-5(a)(3).
|
|
g.
|
Securities
Depository
|
Securities
Depository has the meaning set forth in Rule 17f-4(a).
|
|
h.
|
Monitor
|
Monitor means to re-assess or
re-evaluate, at reasonable intervals, a decision, determination or analysis
previously made.
|
2.
|
Representations
|
|
|
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.
|
|
b.
|
Fund’s
Representations
|
Fund represents that the Board has
determined that it is reasonable to rely on Delegate to perform the
responsibilities described in this Agreement. Fund further represents
that the persons executing this Agreement and any amendment or appendix hereto
on its behalf are duly authorized to so bind the Fund with respect to the
subject matter of this Agreement.
|
3.
|
Jurisdictions and
Depositories Covered
|
|
|
a.
|
Initial Jurisdictions
and Depositories
|
The authority delegated by this
Agreement in connection with Rule 17f-5 applies only with respect to Foreign
Assets held in the jurisdictions listed in Appendix
B1. Delegate’s responsibilities under this Agreement in
connection with Rule 17f-7 apply only with respect to the Securities
Depositories listed in Appendix
B2. 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 B2 and will
be covered by the terms of this Agreement.
2
|
|
b.
|
Added Jurisdictions
and Depositories
|
Jurisdictions and related Securities
Depositories may be added to Appendix B1 and Xxxxxxxx X0,
respectively, by written agreement in the form of Appendix
C. 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 C listing
such jurisdiction and/or Securities Depository, or (ii) the time that Delegate’s
Authorized Representative receives a copy of such fully executed Appendix
C.
|
|
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.
|
4.
|
Delegation of
Authority to Act as Foreign Custody
Manager
|
|
|
a.
|
Selection of Eligible
Foreign Custodians
|
Subject to the provisions of this
Agreement and the requirements of Rule 17f-5 (and any other applicable law),
Delegate is authorized and directed to place and maintain Foreign Assets in the
care of any Eligible Foreign Custodian(s) selected by Delegate in each
jurisdiction to which this Agreement applies, except that Delegate does not
accept such authorization and direction with regard to Securities
Depositories.
|
|
b.
|
Contracts With
Eligible Foreign Custodians
|
Subject to the provisions of this
Agreement and the requirements of Rule 17f-5 (and any other applicable law),
Delegate is authorized to enter into, on behalf of Fund, such written contracts
governing Fund’s foreign custody arrangements with such Eligible Foreign
Custodians as Delegate deems appropriate.
|
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 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 such contract.
3
|
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 B2
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
B2 hereto on a continuing basis, and shall promptly notify the Fund or
its investment adviser of any material change in such risks.
|
7.
|
Guidelines and
Procedures for the Exercise of Delegated
Authority
|
|
|
a.
|
Board’s Conclusive
Determination Regarding Country
Risk
|
In exercising its delegated authority
under this Agreement, Delegate may assume, for all purposes, that Board (or
Fund’s investment advisor, pursuant to authority delegated by Board) has
considered, and pursuant to its fiduciary duties to Fund and Fund’s
shareholders, determined to accept, such Country Risk as is incurred by placing
and maintaining Foreign Assets in the jurisdictions to which this Agreement
applies. In exercising its delegated authority under this Agreement,
Delegate may also assume that Board (or Fund’s investment advisor, pursuant to
authority delegated by Board) has, 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.
|
|
b.
|
Selection of Eligible
Foreign Custodians
|
In exercising the authority delegated
under this Agreement to place Foreign Assets with an Eligible Foreign Custodian,
Delegate shall determine that Foreign Assets will be subject to reasonable care,
based on the standards applicable to custodians in the market in which the
Foreign Assets will be held, after considering all factors relevant to the
safekeeping of such Foreign Assets, including, without limitation;
|
|
i.
|
The
Eligible Foreign Custodian’s practices, procedures, and internal controls,
including, but not limited to, the physical protections available for
certificated securities (if applicable), the method of keeping custodial
records, and the security and data protection
practices;
|
|
|
ii.
|
Whether
the Eligible Foreign Custodian has the financial strength to provide
reasonable care for Foreign Assets;
|
|
|
iii.
|
The
Eligible Foreign Custodian’s general reputation and
standing;
|
|
|
iv.
|
Whether
Fund will have jurisdiction over and be able to enforce judgments against
the Eligible Foreign Custodian, such as by virtue of the existence of any
offices of the Eligible Foreign Custodian in the United States or the
Eligible Foreign Custodian’s consent to service of process in the United
States;
|
4
|
|
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 D to
this Agreement; and
|
|
|
c.
|
Evaluation of Written
Contracts
|
In exercising the authority delegated
under this Agreement to enter into written contracts governing Fund’s foreign
custody arrangements with an Eligible Foreign Custodian, Delegate shall
determine that such contracts provide reasonable care for Foreign Assets based
on the standards 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).
|
|
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 E to
this Agreement. 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.
|
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 such reasonable care,
prudence and diligence as is customary for persons having responsibility for the
safekeeping of Foreign Assets of an investment company registered under the 1940
Act to exercise.
b. In
carrying out its responsibilities under this Agreement with regard to Rule
00x-0, Xxxxxxxx agrees to exercise such reasonable care, prudence and diligence
as is customary for a person having responsibility for the safekeeping of
Foreign Assets of an investment company registered under the 1940 Act to
exercise.
|
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, with notice to the Authorized Representative.
5
|
10.
|
Provision of
Information Regarding Country
Risk
|
With respect to the jurisdictions
listed in Appendix
B1, 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 F to this
Agreement. Such information relating to Country Risk shall be updated
from time to time as the Delegate deems necessary.
|
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 “Delegate
Indemnified Parties”) be liable to the Fund or any third party, and the Fund
shall indemnify and hold the Delegate and the Delegate Indemnified Parties
harmless from and against any and all loss, damage, liability, actions, suits,
claims, and reasonable costs and expenses, including reasonable legal fees, (a
“Claim”) arising as a result of any act or omission of the Delegate or any
Delegate Indemnified Party under this Agreement, except to the extent that any
Claim results from the negligence, willful misfeasance, bad faith, or reckless
disregard of its duties on the part of the Delegate or any Delegate Indemnified
Party. Without limiting the foregoing, neither the Delegate nor the
Delegate Indemnified Parties shall be liable for, and the Delegate and the
Delegate Indemnified Parties shall be indemnified against, any Claim arising as
a result of:
|
|
i.
|
Any
act or omission by the Delegate or any Delegate 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 from an Authorized Representative reasonably believed
by the Delegate to be genuine; or
|
|
|
ii.
|
Any
information that the Delegate provides or does not provide under Section
10 hereof.
|
b. The
Delegate agrees to indemnify and hold harmless each Fund, its Directors /
Trustees, and its affiliates and their officers and employees (“Fund Indemnified
Parties”) from and against any and all Claims arising as a result of any act or
omission of the Delegate or any Delegate Indemnified Party under this Agreement
to the extent resulting from the negligence, willful malfeasance, bad faith, or
reckless disregard of its duties on the part of the Delegate or the Delegate
Indemnified Parties.
c. Notwithstanding
anything to the contrary in this Agreement, in no event shall a party be liable
to the other party 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.
|
12.
|
Effectiveness and
Termination of Agreement
|
This Agreement shall be effective as of
the later of the date of execution on behalf of Fund 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.
6
|
13.
|
Authorized
Representatives and Notices
|
The respective Authorized
Representatives of Fund and Delegate, and the addresses to which notices and
other documents under this Agreement are to be sent to each, are as set forth in
Appendix
G. Any Authorized Representative of a party may add or delete
persons from that party’s list of Authorized Representatives by written notice
to an Authorized Representative of the other party.
|
14.
|
Governing
Law
|
This Agreement shall be constructed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
principles of choice of law.
|
15.
|
Business
Recovery.
|
The Bank
represents and warrants that it has and will continue to have in place a
commercially reasonable business recovery program.
|
16.
|
Force
Majeure.
|
Notwithstanding anything
otherwise to the contrary in this Agreement, no party shall be liable to the
other for any loss or liability arising from 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, except to the extent that any
such loss or liability results from the failure of the Delegate to (a) maintain
a commercially reasonable business recovery program, and (b) act reasonably to
mitigate, as soon as practicable, the specific occurrence or event.
17. Amendments. This
Agreement may not be altered or amended, except by an instrument in writing,
executed by both parties.
7
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.
|
|
INVESTORS
BANK & TRUST COMPANY
|
|
|
By: /s/ Xxxxxx X.
Xxxxxxx
|
|
|
Name:
Xxxxxx X. Xxxxxxx
|
|
|
Title: Senior
Vice President
|
|
|
ECLIPSE
FUNDS
|
|
|
ECLIPSE
FUNDS INC.
|
|
|
By: /s/ Xxxx X.
Xxxxxxxxx
|
|
|
Name: Xxxx
X. Xxxxxxxxx
|
|
|
Title: President
|
|
|
THE
MAINSTAY FUNDS
|
|
|
By: /s/ Xxxxxxxxxxx X.
Xxxxx
|
|
|
Name: Xxxxxxxxxxx
X. Xxxxx
|
|
|
Title: President
|
|
|
MAINSTAY
VP SERIES FUND, INC.
|
|
|
By: /s/ Xxxx X.
Xxxxxxx
|
|
|
Name: Xxxx
X. Xxxxxxx
|
|
|
Title: President
|
8
List of
Appendices
A – Funds
B1 -- Jurisdictions
Covered
B2 – Securities Depositories
Covered
C -- Additional
Jurisdictions/Securities Depositories Covered
D -- Additional Factors and Criteria To
Be Applied in the Selection of Eligible Foreign Custodians That Are Banking
Institutions or Trust Companies
E -- Factors and Criteria To Be Applied
in Establishing Systems For the Monitoring of Foreign Custody
Arrangements and Contracts
F -- Information Regarding Country
Risk
G -- Authorized
Representatives
9
Appendix
A
to
the
(as of
January 6, 2006)
|
Fund
|
Portfolio
|
|
The
MainStay Funds
|
Capital
Appreciation Fund
|
|
Common
Stock Fund
|
|
|
Convertible
Fund
|
|
|
Diversified
Income Fund
|
|
|
Equity
Index Fund
|
|
|
Global
High Income Fund
|
|
|
Government
Fund
|
|
|
High
Yield Corporate Bond Fund
|
|
|
International
Equity Fund
|
|
|
Large
Cap Growth Fund
|
|
|
MAP
Fund
|
|
|
Mid
Cap Growth Fund
|
|
|
Mid
Cap Value Fund
|
|
|
Money
Market Fund
|
|
|
Small
Cap Growth Fund
|
|
|
Small
Cap Value Fund
|
|
|
Tax
Free Bond Fund
|
|
|
Total
Return Fund
|
|
|
Value
Fund
|
|
|
Eclipse
Funds
|
Balanced
Fund
|
|
Mid
Cap Opportunity Fund
|
|
|
Small
Cap Opportunity Fund
|
|
|
Eclipse
Funds Inc.
|
All
Cap Growth Fund
|
|
All
Cap Value Fund
|
|
|
Asset
Manager Fund
|
|
|
Cash
Reserves Fund
|
|
|
Conservative
Allocation Fund
|
|
|
Floating
Rate Fund
|
|
|
Growth
Allocation Fund
|
|
|
Growth
Equity Fund
|
|
|
Income
Manager Fund
|
|
|
Indexed
Bond Fund
|
|
|
Intermediate
Term Bond Fund
|
|
|
Large
Cap Opportunity Fund
|
|
|
Moderate
Allocation Fund
|
|
|
Moderate
Growth Allocation Fund
|
|
|
S&P
500 Index Fund
|
|
|
Short
Term Bond Fund
|
A-1
|
Fund
|
Portfolio
|
|
MainStay
VP Series Fund, Inc.
|
Balanced
Portfolio
Basic
Value Portfolio
|
|
Bond
Portfolio
|
|
|
Capital
Appreciation Portfolio
|
|
|
Cash
Management Portfolio
|
|
|
Common
Stock Portfolio
|
|
|
Conservative
Allocation Portfolio
|
|
|
Convertible
Portfolio
|
|
|
Developing
Growth Portfolio
|
|
|
Floating
Rate Portfolio
|
|
|
Government
Portfolio
|
|
|
Growth
Allocation Portfolio
|
|
|
High
Yield Corporate Bond Portfolio
|
|
|
Income
& Growth Portfolio
|
|
|
International
Equity Portfolio
|
|
|
Large
Cap Growth Portfolio
|
|
|
Mid
Cap Core Portfolio
|
|
|
Mid
Cap Growth Portfolio
|
|
|
Mid
Cap Value Portfolio
|
|
|
Moderate
Allocation Portfolio
|
|
|
Moderate
Growth Allocation Portfolio
|
|
|
S&P
500 Index Portfolio
|
|
|
Small
Cap Growth Portfolio
|
|
|
Total
Return Portfolio
|
|
|
Value
Portfolio
|
A-2
APPENDIX
B1
Jurisdictions
Covered
[Delete
those countries that are not delegated]
|
Argentina
|
Kenya
|
|
Austria
|
Korea
|
|
Australia
|
Latvia
|
|
Bahrain
|
Lebanon
|
|
Bangladesh
|
Lithuania
|
|
Belgium
|
Luxembourg
|
|
Bermuda
|
Malaysia
|
|
Bolivia
|
Mauritius
|
|
Botswana
|
Mexico
|
|
Brazil
|
Morocco
|
|
Bulgaria
|
Namibia
|
|
Canada
|
Netherlands
|
|
Chile
|
New
Zealand
|
|
China
|
Norway
|
|
Clearstream
(Cedel)
|
Oman
|
|
Colombia
|
Pakistan
|
|
Costa
Rica
|
Panama
|
|
Croatia
|
Papau
New Guinea
|
|
Cyprus
|
Peru
|
|
Czech
Republic
|
Philippines
|
|
Denmark
|
Poland
|
|
Ecuador
|
Portugal
|
|
Egypt
|
Romania
|
|
Estonia
|
Russia
|
|
Euroclear
|
Singapore
|
|
Finland
|
Slovak
Republic
|
|
France
|
Slovenia
|
|
Germany
|
South
Africa
|
|
Ghana
|
Spain
|
|
Greece
|
Sri
Lanka
|
|
Hong
Kong
|
Swaziland
|
|
Hungary
|
Sweden
|
|
Iceland
|
Switzerland
|
|
India
|
Taiwan
|
|
Indonesia
|
Thailand
|
|
Ireland
|
Turkey
|
|
Israel
|
Ukraine
|
|
Italy
|
United
Kingdom
|
|
Ivory
Coast
|
Uruguay
|
|
Japan
|
Venezuela
|
|
Jordan
|
Zambia
|
|
Kazakhstan
|
Zimbabwe
|
B-1
APPENDIX
B2
Securities Depositories
Covered
|
Argentina
|
CDV
|
Philippines
|
PCD
|
|
XXXX
|
XxXX
|
||
|
Australia
|
Austraclear
Ltd.
|
Poland
|
CRBS
|
|
CHESS
|
NDS
|
||
|
RITS
|
|||
|
Austria
|
OeKB AG
|
Portugal
|
Central de
Valores
|
|
Mobiliarios
|
|||
|
Bahrain
|
None
|
Romania
|
NBR
|
|
SNCDD
|
|||
|
Stock
Exchange
|
|||
|
Registry,
Clearing &
|
|||
|
Settlement
|
|||
|
Bangladesh
|
None
|
Russia
|
DCC
|
|
NDC
|
|||
|
VTB
|
|||
|
Belgium
|
BKB
|
Singapore
|
CDP
|
|
CIK
|
MAS
|
||
|
Bermuda
|
None
|
Slovak
Republic
|
NBS
|
|
SCP
|
|||
|
Botswana
|
None
|
Slovenia
|
KDD
|
|
Brazil
|
CBLC
|
South
Africa
|
STRATE
|
|
CETIP
|
The Central
Depository
|
||
|
SELIC
|
(Pty)
Ltd.
|
||
|
Bulgaria
|
The Bulgarian
National
|
Spain
|
Banco de
Espana
|
|
Bank
|
SCLV
|
||
|
The Central
Depository
|
|||
|
Canada
|
Bank of
Canada
|
Sri Lanka
|
CDS
|
|
CDS
|
|||
|
Chile
|
DCV
|
Sweden
|
VPC AB
|
|
China
|
SSCC
|
Switzerland
|
SIS SegaIntersettle
AG
|
|
SSCCRC
|
|||
B-2
|
Clearstream
|
Taiwan
|
TSCD
|
|
|
Colombia
|
DCV
|
Thailand
|
TSD
|
|
DECEVAL
|
|||
|
Costa Rica
|
CEVAL
|
Turkey
|
CBT
|
|
Takasbank
|
|||
|
Croatia
|
CNB
|
Ukraine
|
Depository of
the
|
|
Ministry of
Finance
|
National Bank
of
|
||
|
SDA
|
Ukraine
|
||
|
MFS
Depository
|
|||
|
Czech
Republic
|
SCP
|
Uruguay
|
None
|
|
TKD
|
|||
|
Denmark
|
VP
|
United
Kingdom
|
CMO
|
|
CREST
|
|||
|
Ecuador
|
DECEVALE,
S.A.
|
Venezuela
|
BCV
|
|
CVV
|
|||
|
Egypt
|
Misr for
Clearing,
|
Zambia
|
Bank of
Zambia
|
|
Settlement
& Dep.
|
XxXX CSD
|
||
|
Estonia
|
ECDSL
|
Zimbabwe
|
None
|
|
Euroclear
|
|||
|
Finland
|
APK
|
||
|
France
|
Sicovam SA
|
||
|
Germany
|
Clearstream
|
||
|
Ghana
|
None
|
||
|
Greece
|
Bank of
Greece
|
||
|
CSD
|
|||
|
Hong Kong
|
CCASS
|
||
|
CMU
|
|||
|
Hungary
|
Keler Ltd.
|
||
|
India
|
CDSL
|
||
|
NSDL
|
|||
B-3
|
Indonesia
|
Bank
Indonesia
|
||
|
PT.KSEI
|
|||
|
Ireland
|
CREST
|
||
|
Gilt Settlement
Office
|
|||
|
Israel
|
TASE
Clearing
|
||
|
House
Ltd.
|
|||
|
Italy
|
Banca
d-Italia
|
||
|
Monte
Titoli
|
|||
|
Ivory
Coast*
|
Depositaire
Central/
|
||
|
Banque de
Reglement
|
|||
|
Japan
|
Bank of
Japan
|
||
|
JASDEC
|
|||
|
Jordan
|
SDC
|
||
|
Kazakhstan
|
Kazakhstan
Central
|
||
|
Securities
Depository
|
|||
|
Kenya
|
Central Bank of
Kenya
|
||
|
Central
Depository
|
|||
|
Korea
|
KSD
|
||
|
Latvia
|
Bank of
Latvia
|
||
|
LCD
|
|||
|
Lebanon
|
Banque de
Liban
|
||
|
MIDCLEAR
|
|||
|
Lithuania
|
CSDL
|
||
|
Luxembourg
|
Clearstream
|
||
|
Malaysia
|
BNM (SSTS)
|
||
|
MCD
|
|||
|
Mauritius
|
CDS
|
||
|
Mexico
|
S.D.
Indeval
|
||
|
Morocco
|
Maroclear
S.A.
|
||
|
Netherlands
|
NECIGEF
|
||
B-4
|
New Zealand
|
New Zealand
Central
|
||
|
Securities
Depository
|
|||
|
Norway
|
VPS
|
||
|
Oman
|
MDSRC
|
||
|
Pakistan
|
Central Depository
Co.
|
||
|
of Pakistan
Limited
|
|||
|
State Bank of
Pakistan
|
|||
|
Peru
|
CAVALI
|
||
*
Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
B-5
APPENDIX
C
Additional Jurisdictions
Covered
Pursuant to Article 3 of this
Agreement, Delegate and Fund agree that the following jurisdictions shall be
added to Appendix A1:
[Insert
additional countries/depositories]
INVESTORS
BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
[FUND]
By:
____________________________________
Name:
Title:
DATE: ______________________________
C-1
APPENDIX
D
Additional
Factors and Criteria To Be Applied
in
the Selection of Eligible Foreign Custodians
That Are Banking
Institutions or Trust Companies
In addition to the factors set forth in
Rule 17f-5(c)(1), in selecting Eligible Foreign Custodians that are banking
institutions or trust companies, Delegate shall consider the following factors,
if such information is available (check all that apply):
_________ None
____X_____ Other
(list below):
|
|
(i)
|
indemnification
or insurance arrangements (or any combination of the foregoing) such that
each Fund will be adequately protected against the risk of loss of assets
held in accordance with a contract with the Eligible Foreign
Custodian;
|
|
|
(ii)
|
each
Fund's assets will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign custodian or its
creditors except a claim of payment for their safe custody or
administration or, in the case of cash deposits, liens or rights in favor
of creditors of the foreign custodian arising under bankruptcy,
insolvency, or similar laws;
|
|
|
(iii)
|
beneficial
ownership for each Fund's assets will be freely transferable without the
payment of money or value other than for safe custody or
administration;
|
|
|
(iv)
|
adequate
records will be maintained identifying the assets as belonging to each
Fund or as being held by a third party for the benefit of the
Fund;
|
|
|
(v)
|
each
Fund's independent public accountants will be given access to those
records or confirmation of the contents of those records;
and
|
|
|
(vi)
|
each
Fund will receive periodic reports with respect to the safekeeping of the
Fund's assets, including, but not limited to, notification of any transfer
to or from the Fund's account or a third-party account containing assets
held for the benefit of the Fund.
|
D-1
APPENDIX
E
Factors
and Criteria To Be Applied
in
the Establishing Systems For the Monitoring of
Foreign Custody
Arrangements and Contracts
In establishing systems for the
Monitoring of foreign custody arrangements and contracts with Eligible Foreign
Custodians, Delegate shall consider the following factors, if such information
is available:
|
|
1.
|
Operating
performance
|
|
|
2.
|
Established
practices and procedures
|
|
|
3.
|
Relationship
with market regulators
|
|
|
4.
|
Contingency
planning
|
E-1
APPENDIX
F
Information Regarding
Country Risk
To aid the Board in its determinations
regarding Country Risk, Delegate will furnish Board annually with respect to the
jurisdictions specified in Article 3, the following information:
|
1.
|
Copy
of Addenda or Side Letters to Subcustodian
Agreements
|
|
2.
|
Legal
Opinion, if available, with regard
to:
|
|
|
a)
|
Access
to books and records by the Fund’s
accountants
|
|
|
b)
|
Ability
to recover assets in the event of bankruptcy of a
custodian
|
|
|
c)
|
Ability
to recover assets in the event of a
loss
|
|
|
d)
|
Likelihood
of expropriation or nationalization, if
available
|
|
|
e)
|
Ability
to repatriate or convert cash or cash
equivalents
|
|
3.
|
Audit
Report
|
|
4.
|
Copy
of Balance Sheet from Annual Report
|
|
5.
|
Country
Profile Matrix containing market practice
for:
|
|
|
a)
|
Delivery
versus payment
|
|
|
b)
|
Settlement
method
|
|
|
c)
|
Currency
restrictions
|
|
|
d)
|
Buy-in
practice
|
|
|
e)
|
Foreign
ownership limits
|
|
|
f)
|
Unique
market arrangements
|
F-1
APPENDIX
G
Authorized
Representatives
The names
and addresses of each party’s authorized representatives are set forth
below:
A. Fund
Treasurer
Eclipse
Funds
Eclipse
Funds, Inc.
The
MainStay Funds
MainStay
VP Series Fund, Inc.
McMorgan
Funds
000
Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
with a
copy to:
Secretary
Eclipse
Funds
Eclipse
Funds, Inc.
The
MainStay Funds
MainStay
VP Series Fund, Inc.
000
Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
and with
a copy to
Secretary
McMorgan
Funds
Xxx Xxxx
Xxxxxx, Xxxxx 000
Xxx
Xxxxxxxxx, XX 00000
B. Delegate
Investors Bank & Trust
Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxxxxx X.
Xxxxx, Director, Client Management
Fax: (000)
000-0000
With a copy to:
Investors Bank & Trust
Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx,
Assistant General Counsel
Fax: (000)
000-0000
G-1
