Exhibit k.6
DELEGATION AGREEMENT
AGREEMENT, dated as of November , 2002 by and between INVESTORS BANK
& TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and AEW Real
Estate Income Fund, a Massachusetts business trust (the "Fund").
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 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 Trustees 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. 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 Trustees of 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), but also includes, for purposes of this Agreement, foreign branches
of U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).
e. Foreign Assets
1
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 or
when otherwise reasonably necessary, a decision, determination or analysis
previously made, and shall be construed as such term may be construed pursuant
to relevant positions publicly articulated by the Securities and Exchange
Commission or its staff.
2. Representations
a. Delegate's Representations
Delegate represents that it is a trust company chartered under the
laws of the Commonwealth of Massachusetts and is a 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 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 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.
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,
2
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, provided that, with respect to the
addition of any Securities Depository to Appendix A2 pursuant to this Section
3(b), such addition shall be effective only if Delegate has delivered to the
Fund or its investment adviser the information specified in Section 6(c) of this
Agreement relating to the Securities Depository's qualification as an Eligible
Securities Depository and a risk analysis for such Securities Depository in
accordance with Rule 17f-7(a)(1)(i)(A).
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. Sixty 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 (but no other 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, and shall,
enter into, on behalf of Fund, such written contracts governing Fund's foreign
custody arrangements with such Eligible Foreign Custodians as Delegate deems
appropriate. Each such contract will satisfy the requirements of Rule 17f-5(c
)(2). All arrangements between Delegate and the Eligible Foreign Custodians will
be governed by a written contract that Delegate has determined will provide
reasonable care for Fund's Foreign Assets.
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 under Rule 17f-5(c )(1). 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 and performance of such contract. In the event Delegate
determines that the custody arrangement with an Eligible
3
Foreign Custodian are no longer appropriate, Delegate shall notify the Fund and
the investment adviser of Fund.
6. Securities Depositories
a. In accordance with the requirements of Rule 17f-7, Delegate shall,
concurrent with the execution of this Agreement and annually thereafter, 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 as amended from time to time.
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.
c. Delegate shall, concurrent with the execution of this Agreement (or an
amendment to Appendix A2, as the case may be), provide each Fund or its
investment adviser with information which will enable such Fund or its
investment adviser to determine whether each Securities Depository listed in
Appendix A2 is an Eligible Securities Depository as defined in Rule 17f-7(b)(1).
Delegate shall notify each Fund or its investment adviser of any material change
in any information provided by Delegate regarding whether a Securities
Depository meets the definition of Eligible Securities Depository promptly after
becoming aware of any such change.
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 adviser, 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 adviser,
pursuant to authority delegated by Board) has Monitored, and will continue to
Monitor, such Country Risk to the extent Board (or such investment adviser)
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:
4
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 and to fulfill its
indemnification obligations;
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;
v. Whether the contract with the Eligible Foreign Custodian contains
indemnification rights that match the indemnification rights of
the Fund hereunder; and
vi. 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.
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 described in Section
7(b) above. In making this determination, Delegate shall ensure that the terms
of such contracts comply with the provisions of Rule 17f-5(c)(2). The Delegate
shall use its best efforts to ensure that each contract with an Eligible Foreign
Custodian shall provide indemnification rights that match the indemnification
rights of the Fund hereunder, including indemnification for any Claim (as
defined below) arising from the negligence, willful misfeasance or bad faith of
the Eligible Foreign Custodian. The Delegate shall provide Fund a list of each
of the Fund's foreign custody arrangements with an Eligible Foreign Custodian
that does not provide for indemnification for Claims arising from the negligence
of the Eligible Foreign Custodian. The Delegate agrees to promptly notify Fund
of any change in any of the Fund's foreign custody arrangement such that the
list so provided (or any amended list) is no longer accurate or complete by
delivering to Fund an amended list and shall, upon request, provide a summary of
the indemnification clauses in the contracts governing the Fund's foreign
custodial arrangements.
d. Monitoring of Eligible Foreign Custodians
In exercising the authority delegated under this Agreement, Delegate
will establish a system to Monitor the appropriateness of maintaining Foreign
Assets with an Eligible Foreign Custodian and the appropriateness and
performance of a written contract governing Fund's foreign custody arrangements.
In doing so, Delegate shall consider any relevant factors and criteria,
including those set forth in Appendix D to this Agreement. If, as a result of
its Monitoring of Eligible Foreign Custodian relationships hereunder or
otherwise, the Delegate
5
determines in its reasonable 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 as a Foreign Custody Manager, Delegate 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 the placement of the Fund's assets with a Securities Depository, Delegate
agrees to exercise reasonable care, prudence and diligence.
9. Reporting Requirements
Delegate agrees to provide written reports notifying Board of the placement
and withdrawal of Foreign Assets with a particular Eligible Foreign Custodian
and any revisions to Appendix A2 quarterly for consideration at the next
regularly scheduled meeting of the Board or earlier if (i) deemed necessary or
advisable by the Delegate in its reasonable discretion or (ii) requested by the
Board. Delegate agrees to provide written reports notifying the Board of any
other material change in the foreign custody arrangement of the Fund promptly
after the occurrence of such material change.
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. In addition, the Delegate shall offer
to the Fund such additional information relating to Country Risk and upon the
same terms as the Delegate makes available to other registered investment
companies for which it serves as Foreign Custody Manager.
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 arising from the negligence, willful
misfeasance or bad faith of the Delegate or any Indemnified Party or breach of
the standard of care set forth in Section 8. Without limiting the foregoing, (i)
except as may arise from the Delegate's or any Indemnified Party's own
negligence, willful misfeasance, or bad faith, 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
6
reasonably believed by the Delegate to be genuine; and (ii) except as may arise
from the Delegate's or any Indemnified Party's own gross negligence, willful
misfeasance, or bad faith, 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 information which the
Delegate provides or does not provide under Section 10 hereof.
b. 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, or transportation, the
unavailability of energy sources and other similar happenings or events. This
paragraph shall not relieve the Bank from its responsibility to provide and
maintain appropriate backup and disaster recovery facilities and shall not limit
the liability of the Bank if the Bank, its agents or any subcustodian has failed
to provide and maintain appropriate backup and disaster recovery facilities.
This paragraph shall not relieve the Fund from its responsibility to provide and
maintain appropriate backup and disaster recovery facilities, or appropriately
delegate any obligation to provide and maintain such facilities, and shall not
limit the liability of the Fund if the Fund or its agents (other than the Bank,
its affiliates or any subcustodian) has failed to provide and maintain
appropriate backup and disaster recovery facilities.
c. The Delegate will indemnify and hold harmless the Fund, its officers,
trustees, employees, and agents (collectively, the "Fund Indemnified Parties")
and hold each of them harmless from any losses, claims, damages, liabilities, or
actions in respect thereof (including reasonable legal expenses) to which the
Fund or any Fund Indemnified Party may become subject, insofar as such losses,
claims, damages, liabilities or actions in respect thereof arise from the
failure of Delegate to comply with the terms of this Agreement or the
negligence, willful misfeasance or bad faith of the Delegate or any Indemnified
Party or breach of the standard of care set forth in Section 8, provided that
the Delegate's indemnification obligation with respect to the acts or omissions
of its subcustodians hereunder shall not exceed the indemnification that the
Delegate may obtain from the applicable subcustodian by the law of the governing
jurisdiction.
d. At the Fund's election, the Fund shall be subrogated to the rights of
the Delegate with respect to any claims against an Eligible Foreign Custodian
relating to the Fund's assets as a consequence of any loss, damage, cost,
expense, liability or claim arising out of or in connection with such Foreign
Eligible Custodian's performance of obligations under contracts with the
Delegate governing the Fund's foreign custody arrangements, if and to the extent
that the Fund (or any of its series) has not been made whole for any such loss,
damage, cost, expense, liability or claim.
e. The obligations set forth in this Section 11 shall survive the
termination of this Agreement.
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 by the Fund will become effective
7
90 days after receipt by the Bank of such notice; and termination by the Bank
will become effective 180 days after receipt by the Fund of such notice.
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.
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. Trust Notice
A copy of the Amended and Restated Agreement and Declaration of Trust
establishing the Fund is on file with the Secretary of State of The Commonwealth
of Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Fund by the officers of the Fund as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the trustees, officers or shareholders individually but are binding
only upon the assets and property belonging to the Fund.
8
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:
AEW REAL ESTATE INCOME FUND
By:
------------------------------------
Name: Xxxx X. Xxxxxx
Title: President
9
List of Appendices
A1 -- Jurisdictions Covered
A2 -- Securities Depositories Covered
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
E -- Information Regarding Country Risk
F -- Authorized Representatives
10
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
-------------------------------------------------------------------------------------------------------------
Clearstream Taiwan TSCD
-------------------------------------------------------------------------------------------------------------
Colombia DCV Thailand TSD
DECEVAL
-------------------------------------------------------------------------------------------------------------
A2-2
------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------
Indonesia Bank Indonesia
PT.KSEI
------------------------------------------------------------------------------------------------------------
Ireland CREST
Gilt Settlement Office
------------------------------------------------------------------------------------------------------------
Israel TASE Clearing House Ltd.
------------------------------------------------------------------------------------------------------------
A2-3
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
New Zealand New Zealand Central
Securities Depository
--------------------------------------------------------------------------------
Norway VPS
--------------------------------------------------------------------------------
Oman MDSRC
--------------------------------------------------------------------------------
Pakistan Central Depository Co.
of Pakistan Limited
State Bank of Pakistan
--------------------------------------------------------------------------------
A2-4
--------------------------------------------------------------------------------
Peru CAVALI
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
X0-0
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]
Investors Bank & Trust Company
By: __________________________________
Name:
Title:
AEW REAL ESTATE INCOME FUND
By:____________________________________
Name:
Title:
DATE: ________________________________
B-1
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):
_________ None
_________ Other (list below):
C-1
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:
1. Operating performance
2. Established practices and procedures
3. Relationship with market regulators
4. Contingency planning
D-1
APPENDIX E
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
E-1
APPENDIX F
Authorized Representatives
The names and addresses of each party's authorized representatives are set forth
below:
A. Board
Board of Trustees
AEW Real Estate Income Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
With a copy to:
AEW Real Estate Income Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
B. Delegate
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxx X'Xxxxxxx, 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
F-1
