Annex VII (If applicable)
Transactions Involving Registered Investments Companies
This Annex VII (including any Schedules hereto) forms a part of the Master
Repurchase Agreement dates as of January 21, 2003 (the "Agreement") between
State Street Corporation and/or State Street Bank and Trust Company
("Counterparty") and each investment company identified on Schedule VII.A
hereto (as such schedule may be amended from time to time) acting on behalf
of its respective series or portfolios identified on such Schedule VII.A,
or in the case of those investment companies for which no separate series
or portfolios are identified on such Schedule VII.A, acting for and on
behalf of itself (each such series, portfolio or investment company, as the
case may be, hereinafter referred to as a "Fund"). In the event of any
conflict between the terms of this Annex VII and any other term of the
event of any conflict between the terms of this Annex VII and any other
term of the Agreement, the terms of this Annex VII shall prevail.
Capitalized terms used but not defined in this Annex VII shall have the
meanings ascribed to them in the Agreement.
1. Multiple Funds. For any Transaction in which a Fund is acting as Buyer (or
Seller, as the case may be), each reference in the Agreement and this Annex
VII to Buyer (or Seller, as the case may be) shall be deemed a reference
solely to the particular Fund to which such Transaction relates, as
identified to Seller (or Buyer, as the case may be) by the Fund and as may
be specified in the Confirmation therefor. In no circumstances shall the
rights, obligation or remedies of either party with respect to a particular
Fund constitute a right, obligation or remedy applicable to any other Fund.
Specifically, and without otherwise limiting the scope of this Paragraph:
(a) the margin maintenance obligations of Buyer and Seller specified in
Paragraph 4 or any other provisions of the Agreement and the single
agreement provisions of Paragraph 12 of the Agreement shall be applied
based solely upon Transactions entered into by a particular Fund, (b)
Buyer's and Seller's remedies under the Agreement upon the occurrence of an
Event of Default shall be determined as if each Fund had entered into a
separate Agreement with Counterparty, and (c) Seller and Buyer shall have
no right to set off claims related to Transactions entered into by a
particular Fund against claims related to Transactions entered into by any
other Fund.
2. Margin Percentage. For any Transaction in which a Fund is acting as Buyer,
the Buyer's Margin Percentage shall always be equal to at least 102%, or
such other percentage as the parties hereto may from time to time mutually
determine; provided, that in no event shall such percentage be less than
100%. For any Transaction in which a Fund is acting as Seller, the Buyer's
Margin Percentage shall be such percentage ad the parties hereto may from
time to time mutually determine; provided, that in no event shall such
percentage be less than 100%.
3. Confirmations. Unless otherwise agreed, Counterparty shall promptly issue a
Confirmation to the Fund pursuant to Paragraph 3 of the Agreement. Upon the
transfer of substituted or Additional Purchased Securities by either party.
Counterparty shall promptly provide notice to the Fund confirming such
transfer.
4. Financial Condition. Each party represents that it has delivered the
following financial information to the other party to the Agreement: in the
case of a party that is a registered broker-dealer, its most recent
statement required to be furnished to customers by Rule 17a-5(c) under the
1934 Act; in the case of a party that is a Fund, its most recent audited or
unaudited financial statements required to be furnished to its shareholders
by Rule 30d-1 under the Investment Company Act of 1940; in the case of any
other party, its most recent audited or unaudited statements of financial
condition or other comparable information concerning its financial
condition.
Each party represents that the financial statements or information so
delivered fairly reflect its financial condition and, if applicable, its
net capital ratio, on the date as of which such financial statements or
information were prepared. Each party agrees that it will make available
and deliver to the other party, promptly upon request, all such financial
statement that subsequently are required to be delivered to its customers
or shareholders pursuant to Rule 17a-5(c) or Rule 30d-1, as the case maybe,
or , in the case of a party that is neither a registered broker-dealer nor
a Fund, all such financial information that subsequently becomes available
to the public.
Each Fund acknowledges and agrees that it has had the opportunity to make
an independent evaluation of the creditworthiness of the other party that
is required pursuant to the Investment Company Act of 1940 or the
regulations thereunder.
5. Segregation of Purchased Securities. Unless otherwise agreed by the
parties, any transfer of Purchased Securities to a Fund shall be effected
by delivery of other transfer (in the manner agreed upon pursuant to
Paragraph 7 of the Agreement) to the custodian or subcustodian designated
for such Fund in Schedule VII.A hereto ("Custodian") for credit to the
Fund's custodial account with such Custodian. If the party effecting such
transfer is the Fund's Custodian, such party shall, unless otherwise
directed by the Fund, (a) transfer and maintain such Purchased Securities
to and in the Fund's custodial account with such party and (b) so indicate
in the notice to the Fund.
6. Notwithstanding any other provision hereof, in Transactions where the Fund
acts as Buyer, the Custodian shall ensure that the Fund perfects its
security interest in the Purchased Securities as required in order for the
Fund to rely upon Rule 5b-3 under the Investment Company Act of 1940.
7. Purchased Securities hereunder shall consist exclusively of (A) cash items,
(B) U.S. government securities, (C) securities that are rated in the
highest rating category by the requisite nationally recognized statistical
rating organizations (NRSROs) at the time the Fund enters into a repurchase
agreement, and (D) unrated securities that are of comparable quality.
8. Custodian represents that each Transaction entered into by the Fund
hereunder would qualify for an exclusion from any automatic stay of
creditors' rights against the counterparty under applicable insolvency law
if the counterparty becomes insolvent.
Schedule VII.A
Supplemental Terms and Conditions of transactions
Involving Registered Investment Companies
This Schedule VII.A forms a part of Annex VII to the Maters Repurchase Agreement
dates as of January 21, 2003 (the "Agreement") between State Street Corporation
and/or State Street Bank and Trust Company and The Investment Company Complex.
Capitalized terms used but not defined in this Schedule VII.A shall have the
meanings ascribed to them in Annex VII.
1. This Agreement is entered into by or on behalf of the following Funds,
and unless otherwise indicated by the appropriate Fund in connection
with a transaction, the following Custodians are designated to receive
transfers of Purchased Securities on behalf of such Funds for credit
to the appropriate Fund's custodial account:
Name of Fund Custodian
------------ ---------
Bexil Corporation State Street
Global Income Fund, Inc. State Street
Midas Fund, Inc. State Street
Midas Special Equities Fund, Inc. State Street
Tuxis Corporation State Street
Internet Growth Fund, Inc. State Street
Limitation of Liability. If the Fund is organized as a business trust (or a
series thereof), the parties agree as follows: [insert appropriate language
limiting liability of trustees, officers and others].
Xxxxx Xxxxxx Xxxxxxxxxxx xxx /xx
Xxxxx Xxxxxx Bank and Trust Company Investment Company Complex
By:/s/Xxxxx Xxxx By:/s/ Xxxxxx X. Xxxxxxx
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Senior Vice President Title: President
Date: 2/19/03 Date: 1/30/03
