EXHIBIT (h)(3)
AMENDED AND RESTATED DELEGATION AGREEMENT
AGREEMENT, dated as of June 12, 2001 by and between INVESTORS BANK & TRUST
COMPANY, (the "Delegate") a Massachusetts trust company, and COMMONFUND
INSTITUTIONAL FUNDS, a Delaware business trust (the "Fund").
WHEREAS, Delegate currently acts as Delegate to the Fund pursuant to a
Delegation Agreement (the "Old Agreement") between the Delegate and the Fund
dated as of December 4, 2000; and
WHEREAS, in its capacity as Delegate, Delegate is Foreign Custody Manager
for the Fund within the meaning of Section 14.3(a)(i) of the Custody Agreement
between Delegate and Fund dated as of October 12, 1999 and within the meaning of
SEC Rule 17f-5 adopted under the Investment Company Act of 1940 ("the 1940
Act"); and
WHEREAS, Delegate and Fund desire to amend and restate the Old Agreement to
reflect the provisions of SEC Rule 17f-7 and the amendments to Rule 17f-5 as
those provisions and amendments are in effect as of the date of this Agreement;
and
WHEREAS, pursuant to the provisions of Rule 17f-7, and subject to the terms
and conditions set forth herein, the Board of Directors of the Fund desires to
retain the Delegate to provide certain services concerning Foreign Assets, and
the Delegate hereby agrees to provide such services, as described herein;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms in this Agreement have the following meanings:
a. Board
Board means the Board of Trustees of the Fund.
b. Country Risk
Country Risk pertaining to a particular country means all factors
reasonably related to the systemic risk of holding Foreign Assets in that
country including, but not limited to, risks occurring because of such country's
financial infrastructure (including any systemic risks related to 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.
1
c. 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)).
d. Foreign Assets
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)
e. Foreign Custody Manager
Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).
f. Investment Manager
Investment Manager shall mean Commonfund Asset Management Company.
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, or information previously
received.
2. REPRESENTATIONS
a. Delegate's Representations
Delegate represents that it is U. S. Bank, as defined in Rule
17f-5(a)(7). Delegate further represents that the persons executing this
Agreement and any amendment or appendix hereto on its behalf are duly authorized
to bind 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 Sections 4, 5,
7(b), (c) and (d), and 9 of 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
Delegate's authority to designate Eligible Foreign Custodians for
Foreign Assets granted in Section 4 of this Agreement is limited to Foreign
Assets held in the jurisdictions listed
2
in Appendix A1. Delegate's responsibility to provide information to the Fund and
investment adviser(s) to the Fund under Section 6 of this Agreement applies only
to the Securities Depositories listed in Appendix A2 and any additional
Securities Depository that may hereafter be formed to engage in business in any
jurisdiction listed in Appendix A1.
b. Added Jurisdictions and Depositories
Jurisdictions and Securities Depositories (in addition to any
Securities Depositories that fall within the scope of this Agreement by virtue
of the provisions of sub-section 3(a) above 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 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.
c. Withdrawn Jurisdictions and Depositories
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. Thirty (30)
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 or retention is withdrawn.
4. DELEGATION OF AUTHORITY TO ACT AS FOREIGN CUSTODY MANAGER
a. Selection of Eligible Foreign Custodians
Fund hereby authorizes Delegate, subject to the provisions of this
Agreement and the requirements of Rule 17f-5 (and any other applicable law), to
place and maintain Foreign Assets in the care of any one or more Eligible
Foreign Custodian selected by Delegate in each jurisdiction to which this
Agreement applies.
b. Contracts With Eligible Foreign Custodians
Fund hereby authorizes Delegate, subject to the provisions of this
Agreement and the requirements of Rule 17f-5 (and any other applicable law), 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 shall establish and maintain 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
3
under this Agreement to enter into a written contract governing Fund's foreign
custody arrangements, Delegate shall establish and maintain a system to Monitor
the appropriateness of such contract.
6. SECURITIES DEPOSITORIES
a. Delegate represents that it has, concurrently with the date hereof,
provided to the Fund, to the Investment Manager for the Fund, and to the
investment adviser(s) for the Fund responsible for investment of the Foreign
Assets placed in any Securities Depository listed on Appendix A2 hereto:
(i) an analysis of the custody risks associated with maintaining
assets with such Securities Depository in accordance with Rule
17f-7(a)(1)(i)(A) (hereafter, a "Depository Analysis"); and
(ii) information which will enable the Fund or its investment
adviser(s) to determine whether each such Securities Depository is
an Eligible Securities Depository as defined in Rule 17f-7(b)(1).
b. Delegate shall, promptly following a request made by or on behalf of the
Fund, provide to the Fund, to the Investment Manager for the Fund, and to the
investment adviser(s) for the Fund responsible for investment of the Foreign
Assets placed in any Securities Depository not listed on Appendix A2 on the date
hereof but hereafter added to that list or otherwise falling within the scope of
this Agreement under the provisions of Section 3(a), (i) a Depository Analysis
pertaining to such Securities Depository, and (ii) information which will enable
the Fund or its investment adviser(s) to determine whether such Securities
Depository is an Eligible Securities Depository as defined in Rule 17f-7(b)(1).
c. Delegate shall Monitor on a continuing basis in conformity with the
requirements of Rule 17f-7:
(i) the custody risks associated with maintaining assets with each
Securities Depository listed on Appendix A2 or otherwise falling
within the scope of Section 3(a) of this Agreement ,
(ii) information necessary to determine whether each such Securities
Depository meets the definition of Eligible Securities Depository
in Rule 17-f(7)(b)(1)
and shall promptly notify the Fund, the Investment Manager for the Fund, and the
investment adviser(s) for the fund responsible for investment of the Foreign
Assets placed in any such Securities Depository of any material change in any
such information.
7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY
a. Country Risk
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.
4
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; and
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.
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
and maintain 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
all information reasonably available to it, including the factors and criteria
set forth in Appendix C 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 certain Foreign Assets to move such Foreign Assets to a different
Eligible Foreign Custodian or if an arrangement with a foreign custodian no
longer meets the requirements of Rule 17f-5 or the standards set forth in this
Agreement, the Delegate shall promptly notify the Fund, the Investment Manager
to the Fund and the investment adviser(s) responsible for investment of such
Foreign Assets, in writing (facsimile and e-mail communications being acceptable
methods of notification) and the Delegate may relocate such assets unless
Delegate receives contrary instructions from the Fund within twenty-four (24)
hours of such notification. The Fund shall bear any expense related to such
relocation of Foreign Assets.
5
8. STANDARD OF CARE
a. In exercising the authority delegated under Sections 4, 5, 7(b), (c) and
(d) and 9 of 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 Section 6 of this Agreement
with regard to Rule 00x-0, Xxxxxxxx agrees to exercise reasonable care, prudence
and diligence.
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 or the Board.
10. PROVISION OF INFORMATION REGARDING COUNTRY RISK
With respect to the jurisdictions listed in Appendix A1, or added thereto
pursuant to Section 3, Delegate agrees to provide the Board and the Fund's
Investment Manager and investment adviser(s) 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
D to this Agreement. Such information relating to Country Risk shall be updated
from time to time as the Delegate deems necessary or as reasonably requested by
the Fund or its investment adviser(s).
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 or
resulting from Delegates breach of any standard of care under Section 8 of this
Agreement. 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 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.
b. The Bank shall indemnify and hold the Fund and it Board of Trustees, and
Commonfund Asset Management Company and its Board of Directors, and, officers,
employees
6
and agents of each such company, harmless from and against any and all Claims to
the extent any such Claim arises out of the negligent acts or omissions, bad
faith, willful misconduct of, or a material breach of this Agreement or of the
standards of care under section 8 of this Agreement by, the Bank, its officers,
directors or employees or any of its agents or subcustodians in connection with
the activities undertaken pursuant to this Agreement, provided that the Bank's
indemnification obligation with respect to the acts or omissions of its
subcustodians shall not exceed the indemnification provided by the applicable
subcustodian to the Bank, provided further, that this limitation shall not apply
to any Claim to the extent that such Claim arises as a result of the negligent
acts or omissions, bad faith, willful misconduct of, or a material breach of
this Agreement or of the standards of care under section 8 of this Agreement by,
the Bank, its officers, directors or employees.
c. Notwithstanding anything to the contrary in this Agreement, in no event
shall a party to this Agreement be liable to another party or any third party
for (i) lost profits or lost revenues or any special, consequential, punitive or
incidental damages of any kind whatsoever in connection with this Agreement or
any activities hereunder or (ii) any acts of God, earthquakes, fires, floods,
storms or other disturbances of nature, epidemics, strikes, riots,
nationalization, expropriation, currency restrictions, acts of war, civil war or
terrorism, insurrection, nuclear fusion, fission or radiation, the interruption,
loss or malfunction of utilities, transportation or computers (hardware or
software) and computer facilities, the unavailability of energy sources and
other similar happenings or events.
d. Notwithstanding anything to the contrary in this Agreement, in no event
shall the Bank be liable to the Fund or any third party for any information
which the Delegate provides or does not provide under Section 10 hereof;
provided, that Bank shall be responsible for Claims to the extent arising from
inaccurate information which the Delegate provides under Section 10 hereof
through its gross negligence, bad faith or willful misconduct.
12. EFFECTIVENESS AND TERMINATION OF AGREEMENT
This Agreement shall be effective as of June 12, 2001 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.
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 E. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
INVESTORS BANK & TRUST COMPANY
By:
---------------------------------
Name:
Title:
COMMONFUND INSTITUTIONAL FUNDS
By:
---------------------------------
Name:
Title:
8
LIST OF APPENDICES
A1 -- Jurisdictions Covered
A2 -- Securities Depositories Covered
B -- Additional Jurisdictions/Securities Depositories Covered
C -- Factors and Criteria to Be Applied in Establishing Systems for
the Monitoring of Foreign Custody Arrangements and Contracts
D -- Information Regarding Country Risk
E -- Authorized Representatives
9
APPENDIX A1
JURISDICTIONS COVERED
[delete those countries which are not delegated]
Argentina Kenya
Austria Korea
Australia Latvia
Bahrain Lebanon
Bangladesh Lithuania
Belgium Luxembourg
Bermuda Malaysia
Bolivia Mauritius
Botswana Mexico
Brazil Morocco
Bulgaria Namibia
Canada Netherlands
Chile New Zealand
China Norway
Clearstream (Cedel) Oman
Colombia Pakistan
Costa Rica Panama
Croatia Papau New Guinea
Cyprus Peru
Czech Republic Philippines
Denmark Poland
Ecuador Portugal
Egypt Romania
Estonia Russia
Euroclear Singapore
Finland Slovak Republic
France Slovenia
Germany South Africa
Ghana Spain
Greece Sri Lanka
Hong Kong Swaziland
Hungary Sweden
Iceland Switzerland
India Taiwan
Indonesia Thailand
Ireland Turkey
Israel Ukraine
Italy United Kingdom
Ivory Coast Uruguay
Japan Venezuela
Jordan Zambia
Kazakhstan Zimbabwe
A1-1
APPENDIX A2
SECURITIES DEPOSITORIES COVERED
-------------------------------------------------------------------------------------------------------------
Argentina CDV Philippines PCD
XXXX XxXX
-------------------------------------------------------------------------------------------------------------
Australia Austraclear Ltd. Poland CRBS
CHESS NDS
RITS
-------------------------------------------------------------------------------------------------------------
Austria OeKB AG Portugal Central de Valores
Mobiliarios
-------------------------------------------------------------------------------------------------------------
Bahrain None Romania NBR
SNCDD
Stock Exchange
Registry, Clearing &
Settlement
-------------------------------------------------------------------------------------------------------------
Bangladesh None Russia DCC
NDC
VTB
-------------------------------------------------------------------------------------------------------------
Belgium BKB Singapore CDP
CIK MAS
------------------------------------------------------- -----------------------------------------------------
Bermuda None 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
-------------------------------------------------------------------------------------------------------------
A2-2
-------------------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------------------
A2-3
-------------------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------------------
X0-0
-------------------------------------------------------------------------------------------------------------
Xxx Xxxxxxx Xxx Xxxxxxx 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
APPENDIX B
----------
ADDITIONAL JURISDICTIONS/ SECURITIES DEPOSITORIES COVERED
---------------------------------------------------------
Pursuant to Article 3 of this Agreement, Delegate and Fund agree that the
following jurisdictions shall be added to Appendix A1 or A2, as the case may be:
[insert additional countries/depositories]
Investors Bank & Trust Company
By:
----------------------------------
Name:
Title:
COMMONFUND INSTITUTIONAL FUNDS
By:
----------------------------------
Name:
Title:
DATE:
--------------------------------
B-1
APPENDIX C
----------
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, among
other things, the following factors:
1. Operating performance
2. Established practices and procedures
3. Relationship with market regulators
4. Contingency planning
C-1
APPENDIX D
----------
INFORMATION REGARDING COUNTRY RISK
----------------------------------
To aid the Fund's investment adviser(s) in its/their determinations
regarding Country Risk, Delegate will furnish the Fund 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
D-1
APPENDIX E
----------
AUTHORIZED REPRESENTATIVES
--------------------------
The names and addresses of each party's authorized representatives are set forth
below:
A. FUND
Commonfund Institutional Funds
Attn: Treasurer
Commonfund
000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 0000 1-0909
With a copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxx, Senior 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
