Exhibit 21
FIRST AMENDMENT
TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS FIRST AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT (the
"Amendment") is made and entered into as of March 1, 1998 by and among
QUANTITATIVE GROUP OF FUNDS ("Client"), a Massachusetts business trust, and
INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company ("IFTC").
WITNESSETH:
WHEREAS, Client and IFTC are parties to that certain Custody and Investment
Accounting Agreement dated as of January 19, 1998 (the "Agreement"); and
WHEREAS, Client and IFTC desire to amend and supplement the Agreement upon
the following terms and conditions.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Client and IFTC hereby agree that the Agreement
is amended and supplemented as follows:
1. The Security Procedures Selection Form attached to the Agreement shall be
replaced in its entirety by the Security Procedures Selection Form dated
March 1, 1998 attached hereto and incorporated herein by this reference.
2. General Provisions. This Amendment is made in the State of Missouri, and
will at all times and in all respects be construed, interpreted, and
governed by the laws of the State of Missouri, without giving effect to the
conflict of laws provisions thereof. This Amendment may be executed in any
number of counterparts, each constituting an original and all considered
one and the same agreement. This Amendment is intended to modify and amend
the Agreement and the terms of this Amendment and the Agreement are to be
construed to be cumulative and not exclusive of each other. Except as
provided herein, the Agreement is hereby ratified and confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
INVESTORS FIDUCIARY TRUST COMPANY
By:
Xxxxxxx X. Xxxxxxxx, Executive Vice President
QUANTITATIVE GROUP OF FUNDS
By:
SECURITY PROCEDURES SELECTION FORM
March 1, 1998
Please select one or more of the funds transfer security procedures indicated
below.
[_] SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication)
is a cooperative society owned and operated by member financial
institutions that provides telecommunication services for its membership.
Participation is limited to securities brokers and dealers, clearing and
depository institutions, recognized exchanges for securities, and
investment management institutions. SWIFT provides a number of security
features through encryption and authentication to protect against
unauthorized access, loss or wrong delivery of messages, transmission
errors, loss of confidentiality and fraudulent changes to messages.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[_] REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via
Computer-to-Computer (CPU-CPU) data communications between the Client
and/or its agent and IFTC and/or its agent. Security procedures include
encryption and/or the use of a test key by those individuals authorized as
Automated Batch Verifiers or a callback procedure to those individuals.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically used
for highvolume business such as shareholder redemptions and dividend
payments.
[X] TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers.
IFTC will verify that the instruction contains the signature of an
authorized person and prior to execution of the payment order, will contact
someone other than the originator at the Client's location to authenticate
the instruction. Selection of this alternative is appropriate for Clients
who do not have the capability to use other security procedures.
[_] TEST KEY Test Key confirmation will be used to verify all non-repetitive
funds transfer instructions received via facsimile or phone. IFTC will
provide test keys if this option is chosen. IFTC will verify that the
instruction contains the signature of an authorized person and prior to
execution of the payment order, will authenticate the test key provided
with the corresponding test key at IFTC. Selection of this alternative is
appropriate for Clients who do not have the capability to use other
security procedures.
[X] REPETITIVE WIRES For situations where funds are transferred periodically
from an existing authorized account to the same payee (destination bank and
account number) and only the date and currency amount are variable, a
repetitive wire may be implemented. Repetitive wires will be subject to a
$10 million limit. If the payment order exceeds the $10 million limit, the
instruction will be confirmed by telephone or test key prior to execution.
Repetitive wire instructions must be reconfirmed annually. Clients may
establish Repetitive Wires by following the agreed upon security procedures
as described by Telephone Confirmation (Call Back) or Test Key. This
alternative is recommended whenever funds are frequently transferred
between the same two accounts.
[_] STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter party on
the Client's established list of authorized counter parties. Only the date
and the dollar amount are variable. Clients may establish Standby
Instructions by following the agreed upon security procedures as described
by Telephone Confirmation (Call Back) or Test Key. This option is used for
transactions that include but are not limited to Foreign Exchange
Contracts, Time Deposits and Tri-Parly Repurchase Agreements.
[_] AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or
collection (debit) transactions through the ACH network. The transactions
contained on each transmission or tape must be authenticated by the Client.
The transmission is sent from the Client's or its agent's system to IFTC's
or its agent's system with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT
Xxxxxxxx Xxxxxxxxxx
-------------------
Name
Xxxxxxx Xxxxx
00 Xxx Xxxxxxx Xxxx
-------------------
Address
Xxxxxxx XX 00000
----------------
City/State/Zip Code
(781) 259 - 1144
----------------
Telephone Number
(781) 259 - 1166
----------------
Facsimile Number
________________
SWIFT Number
ALTERNATE CONTACT
Xxxx Xxxx (1) Xxxxxx Xxxxxxx (2)
--------------------------------
Name
Xxxxxxx Xxxxx
00 Xxx Xxxxxxx Xxxx
-------------------
Address
Xxxxxxx XX 00000
----------------
City/State/Zip Code
(781) 259 - 1144
----------------
Telephone Number
Schedule A
17f-5 Approval
The Board of Directors/Trustees of Quantitative Group of Funds - Quantitative
Foreign Frontier Fund has approved certain foreign Banking institutions and
foreign securities depositories within State Street's Global Custody Network for
use as subcustodians for the Fund's securities, cash and cash equivalents held
outside of the United States.
Board approval is as indicated by the Fund's Authorized Officer:
Fund officer
Initials Country Subcustodian Central Depository
________ State Street's entire Global Custody Network listed below
________ Argentina Citibank, N.A. Caja de Valores S.A.
________ Australia Westpac Banking Corporation Austraclear Limited;
Reserve Bank Information and
Transfer System (RITS)
________ Austria GiroCredit Bank Aktiengesellschaft Oesterreichischc Kontrollbank AG
der Sparkassen (Weripapiersammelbank Division)
________ Bahrain The British Bank of the Middle Fast None
(as delegate of the Hongkong and
Shan" Banking Corporation Limited)
________ Bangladesh Standard Chartered Bank None
________ Belgium Generale Bank Caisse Interprofessionnelle de
Depots et de Virements de Titres,
S.A. (CIK);
Banque Nationale de Belgique
________ Bermuda The Bank of Bermuda Limited None
________ Botswana Barclays Bank of Botswana Limited None
________ Brazil Citibank, N.A. Bolsa de Valores de Sao Paulo
(Bovespa);
Banco Central de Brasil, Systema
Especial de Liquidacao e Custodi
(SELIC)
________ Canada Canada tTrusteo Mortgage Company Canadian Depositor for
Securities Limited (CDS)
________ Chile Citibank, N.A. None
Schedule A: 17f.5 Approval
Page 2
Fund officer
Initials Country Subcustodian Central Depository
_________ People's Republic The Hongkong and Shanghai Shanghai Securities Central Clearing and
of China Banking Corporations Limited Registration Corporation (SSCCRC);
Shanghai and Shenzhen branches
Shenzhen Securities Central Clearing Co., Ltd.
(SSCC)
_________ Colombia Cititrust Colombia XXX None
SociedaidFiduciaria
_________ Cyprus Barclays Bank PLC None
Cyprus Offshore Banking Unit
_________ Czech Republic Ceskoslovenska Obchodni Stredisko cennych papiru (SCP);
Banka A.S.
Czech National Bank (CNB)
_________ Denmark Den Danske Bank Vaardipapircentralen - The Danish
Securities Center (VP)
_________ Ecuador Citibank N.A. None
_________ Egypt National Bank of Egypt Misr Company for Clearing, Settlement,
and Central Depository (MCSD)
________ Finland Xxxxxx Bank Limited The Finnish Central Securities
Depository (CSD)
_________ France Banque Paribas Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres (SICOVAM);
Banque de France
Saturne System
________ Germany Dresdner Bank AG The Deutscher Kassenverein AG
________ Ghana Barclays Rank of Ghana Limited None
________ Greece National Bank of Greece S.A. The Central Securities Depository
(Apothetirion Titlon A.E.);
Bank of Greece
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
_______ Hong Kong Standard Chartered Bank The Central Clearing and Settlement
System (CCASS);
The Central Money Markets Unit (CMU)
_______ Hungary Citibanbk Budapest Rt. The Central Depository and Clearing
House(Budapest) Ltd. (KELER Ltd.)
_______ India Deutsche Bank AG None
The Hong Kong and Shanghai None
Banking Corporation Limited
_______ Indonesia Standard Chartered Bank None
_______ Ireland Bank of Ireland None;
The Central Bank of Ireland,
The Gift Settlement Office (GSO)
_______ Israel Bank Hapoalim B.M. The Clearing House of the
Tel Aviv Stock Exchange;
Bank of Israel
_______ Italy Banque Paribas Monre Titoli S.p.A.
Banca d'Italia.
_______ Ivory Coast Societe Generale de Banques None
en Cote D'Ivoire
_______ Japan The Daiwa Bank, Limited Japan Securities Depository
Center IASDEC
Bank of Japan Net System
The Fuji Bank, Limited Japan Securities Depository
Center IASDEC
Bank of Japan Net
The Sumitomo Trust Japan Securities Depository
& Banking Co., La Center JASDEC
Bank of Japan Net System
Schedule A: 17f.5 Approval
Page 2
Fund officer
Initials Country Subcustodian Central Depository
_________ People's Republic The Hongkong and Shanghai Shanghai Securities Central Clearing and
of China Banking Corporations Limited Registration Corporation (SSCCRC);
Shanghai and Shenzhen branches
Shenzhen Securities Central Clearing Co., Ltd.
(SSCC)
_________ Colombia Cititrust Colombia XXX None
SociedaidFiduciaria
_________ Cyprus Barclays Bank PLC None
Cyprus Offshore Banking Unit
_________ Czech Republic Ceskoslovenska Obchodni Stredisko cennych papiru (SCP);
Banka A.S.
Czech National Bank (CNB)
_________ Denmark Den Danske Bank Vaardipapircentralen - The Danish
Securities Center (VP)
_________ Ecuador Citibank N.A. None
_________ Egypt National Bank of Egypt Misr Company for Clearing, Settlement,
and Central Depository (MCSD)
________ Finland Xxxxxx Bank Limited The Finnish Central Securities
Depository (CSD)
_________ France Banque Paribas Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres (SICOVAM);
Banque de France
Saturne System
________ Germany Dresdner Bank AG The Deutscher Kassenverein AG
________ Ghana Barclays Rank of Ghana Limited None
________ Greece National Bank of Greece S.A. The Central Securities Depository
(Apothetirion Titlon A.E.);
Bank of Greece
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
_______ Hong Kong Standard Chartered Bank The Central Clearing and Settlement
System (CCASS);
The Central Money Markets Unit (CMU)
_______ Hungary Citibanbk Budapest Rt. The Central Depository and Clearing
House(Budapest) Ltd. (KELER Ltd.)
_______ India Deutsche Bank AG None
The Hong Kong and Shanghai None
Banking Corporation Limited
_______ Indonesia Standard Chartered Bank None
_______ Ireland Bank of Ireland None;
The Central Bank of Ireland,
The Gift Settlement Office (GSO)
_______ Israel Bank Hapoalim B.M. The Clearing House of the
Tel Aviv Stock Exchange;
Bank of Israel
_______ Italy Banque Paribas Monre Titoli S.p.A.
Banca d'Italia.
_______ Ivory Coast Societe Generale de Banques None
en Cote D'Ivoire
_______ Japan The Daiwa Bank, Limited Japan Securities Depository
Center IASDEC
Bank of Japan Net System
The Fuji Bank, Limited Japan Securities Depository
Center IASDEC
Bank of Japan Net
The Sumitomo Trust Japan Securities Depository
& Banking Co., La Center JASDEC
Bank of Japan Net System
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
________ Jordan The British Bank of the Middle East None
(as Delegate of The HongKong and
Shanghai Banking Corporation Limited)
________ Kenya Barclays Bank of Kenya Limited None
________ Republic of Korea SEOULBANK Korea Securities Depository (KSD)
________ Lebanon The British Bank of the Middle East Custodian and Clearing Center of
(as delegate of the Hongkong and Financial Instruments for Lebanon
Shanghai Banking Corporation Ltd (midclear) X.X.X
The Central Bank of Lebanon
________ Malaysia Standard Chartered Bank Malaysia Central Depository
Malaysia Berhad Sdn Bhd (MCD);
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping Systems (SSTS)
________ Mauritius The Hongkong and Shanghai The Central Depository &
Settlement Banking Corporation
Limited System (CDS)
________ Mexico Citibank Mexico, SA. S.D. INDEVAL, S.A.
(Instituto para el Deposito de
Valores)
________ Morocco Banque Commerciale de Maroc None
________ Netherlands MeesPierson N.V. Netherlands Centraal Instituut voor
Giraal Effectenverkeer B.V.
(NECIGEF);
De Nederlandsche Bank N.V.
________ New Zealand ANZ Banking Group New Zealand Central Securities
(New Zealand Limited) Depository Limited (NZCSD)
________ Norway Christiania Bank og Verdipapirscritralea - The
Norwegian Registry of Securities
(VPS)
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
________ Oman The British Bank of the Middle Muscat Securities Market (MSM)
East (as delegate of the Hongkong and
Shanghai Backing Corporaiton Limited)
________ Pakistan Deutsche Bank AG None
________ Peru Citibank, N.A. Caja do Valores y Liquidacioncs
(CAVALI S.A.)
________ Philippines Standard Chartered Bank The Philippines Central
Depository Inc. (PCD);
The Book-Entry-System (BES) of
Bangko Sentral ng Pilipinas The
Registry of Scripless Securities
(XXXX) of the Bureau of Treasury
________ Poland Citibank Poland S.A. The National Depository of
Securities (Kralowy
Depozyt Papier6w
Wartosciowych);
National Bank of Poland
_________ Portugal Banco Comercial Portugues Central de Valores Mobilidrios
(Central)
__________ Romania ING Bank, N.V. National Securities Clearing,
Settlement and Depository Company
(SNCDD)
__________ Russia Credit Suisse First Boston, Zurich None
via Credit Suisse First Boston
Limited, Moscow
_________ Singapore The Development Bank The Central Depository (Pte)
of Singapore Ltd. Limited (CDP)
_________ Slovak Republic Ceskoslovenska Obchodna Stredisko Cennych Papierov
Banka A.S. (SCP);
_________ South Africa Standard Bank of South Africa Limited The Central Depository Limited
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
________ Spain Banco Santander, S.A Servicio de Compensacion y
Liquidacion de Valores, S.A.
(SCLV);
Banco de Espana
Anotaciones en Cuenta
________ Sri Lanka The Hongkong and Shanghai Central Depository System
Banking Corporation Limited (Pvt) Limited
________ Swaziland Barclays Bank of Swaziland Limited None
________ Sweden Skandinavikka Enskilda, Banken Vardcpappscentralen VPC, AB -
The Swedish Central Securities
Depository
________ Switzerland Union Bank of Switzerland Schweizerische Effekten Giro
AG (SEGA);
INTERSETTLE
________ Taiwan - ROC. Central Trust Of China The Taiwan Securities Central
or Depository Company, Ltd.
(Client Designted Subcustodian)
________ Thailand Standard Chartered Bank Thailand Securities Depository
Company Limited (TSD)
________ Turkey Citibank, X.X. Xxxxx ve Saklama Bankasi A.S
(TAKASBANK);
Central Bank of Turkey
________ United Kingdom State Street Bank and Trust None;
Company
The Bank of England
The Central Gilts Office (CGO)
The Central Moneymarkets Office
The European Settlements Office
________ Uruguay Citibank, N.A. None
________ Venezuela Citibank, N.A. None
Schedule A- 17f-S Approval Page 3
Fund officer
Initials Country Subcustodian Central Depository
________ Zambia Barclays Bank of Zambia Limited Lusaka Central Depository (LCD)
________ Zimbabwe Barclays Bank of Zi,mbabwe Limited None
________ Euroclear (The Euroclear System)/State Street London Limited
________ Cedel (Cedel Bank, societe anonyme)/ State Street London Limited
FIRST AMENDMENT
TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS FIRST AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT (the
"Amendment") is made and entered into as of March 1, 1998 by and among
QUANTITATIVE GROUP OF FUNDS ("Client"), a Massachusetts business trust, and
INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company ("IFTC").
WITNESSETH:
WHEREAS, Client and IFTC are parties to that certain Custody and Investment
Accounting Agreement dated as of January 19, 1998 (the "Agreement") ;and
WHEREAS, Client and IFTC desire to amend and supplement the Agreement upon
the following terms and conditions.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Client and IFTC hereby agree that the Agreement
is amended and supplemented as follows:
1 The Security Procedures Selection Form attached to the Agreement shall be
replaced in its entirety by the Security Procedures Selection Form dated
March 1, 1998 attached hereto and incorporated herein by this reference.
General Provisions. This Amendment is made in the State of Missouri, and will at
all times and in all respects be construed, interpreted, and governed by the
laws of the State of Missouri, without giving effect to the conflict of laws
provisions thereof. This Amendment may be executed in any number of
counterparts, each constituting an original and all considered one and the same
agreement. This Amendment is intended to modify and amend the Agreement and the
terms of this Amendment and the Agreement are to be construed to be cumulative
and not exclusive of each other. Except as provided herein, the Agreement is
hereby ratified and confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
INVEST DU TRUST COMPANY
By:
Xxxxxxx X. Xxxxxxxx, Executive Vice President
QUANTITATIVE GROUP OF FUNDS
SECURITY PROCEDURES SELECTION FORM
Please select one or more of the funds transfer security procedures indicated
below.
March 1, 1998
SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. Selection of this security procedure would be most appropriate for
existing SWIFT members.
REMOTE BATCH TRANSMISSION Wire transfer instructions are delivered via Computer-
to-Computer (CPU-CPU) data communications between the Client and/or its agent
and IFTC and/or its agent. Security procedures include encryption and/or the use
of a test key by those individuals authorized as Automated Batch Verifiers or a
callback procedure to those individuals. Clients selecting this option should
have an existing facility for completing CPU-CPU transmissions. This delivery
mechanism is typically used for highvolume business such as shareholder
redemptions and dividend payments.
TELEPHONE CONFIRMATION (CALL BACK) This procedure requires Clients to
designate individuals as authorized initiators and authorized verifiers.
IFTC will verify that the instruction contains the signature of an
authorized person and prior to execution of the payment order, will contact
someone other than the originator at the Client's location to authenticate
the instruction. Selection of this alternative is appropriate for Clients
who do not have the capability to use other security procedures.
TEST KEY Test Key confirmation will be used to verify all non-repetitive funds
transfer instructions received via facsimile or phone. IFTC will provide test
keys if this option is chosen. IFTC will verify that the instruction contains
the signature of an authorized person and prior to execution of the payment
order, will authenticate the test key provided with the corresponding test key
at IFTC. Selection of this alternative is appropriate for Clients who do not
have the capability to use other security procedures.
REPETITIVE WIRES For situations where funds are transferred periodically from an
existing authorized account to the same payee (destination bank and account
number) and only the date and currency amount are variable, a repetitive wire
may be implemented. Repetitive wires will be subject to a $10 million limit. If
the payment order exceeds the $10 million limit, the instruction will be
confirmed by telephone or test key prior to execution. Repetitive wire
instructions must be reconfirmed annually. Clients may establish Repetitive
Wires by following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key. This alternative is recommended whenever
funds are frequently transferred between the same two accounts.
STANDING INSTRUCTIONS Funds are transferred by IFTC to a counter party on the
Client's established list of authorized counter parties. Only the date and the
dollar amount are variable. Clients may establish Standby Instructions by
following the agreed upon security procedures as described by Telephone
Confirmation (Call Back) or Test Key. This option is used for transactions that
include but are not limited to Foreign Exchange Contracts, Time Deposits and
Tri-Party Repurchase Agreements.
AUTOMATED CLEARING HOUSE (ACH) IFTC or its agent receives an automated
transmission from a Client for the initiation of payment (credit) or collection
(debit) transactions through the ACH network. The transactions contained on each
transmission or tape must be authenticated by the Client. The transmission is
sent from the Client's or its agent's system to IFTC's or its agent's system
with encryption.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT
Xxxxxxxx Xxxxxxxxxx
Name
Lincoln North
00 Xxx Xxxxxxx Xxxx
Xxxxxxx
Xxxxxxx XX 00000
City/State/Zip Code
(781) 259 - 1144
Telephone Number
(781) 259 - 1166
----------------
Facsimile Number
SWIFT Number
ALTERNATE CONTACT
Xxxx Xxxx (1) Xxxxxx Xxxxxxx
Lincoln North
00 Xxx Xxxxxxx Xxxx
Xxxxxxx
Xxxxxxx XX 00000
City/State/Zip Code
(781) 299 - 1144
----------------
Telephone Number
