DELEGATION AGREEMENT
--------------------
AGREEMENT, dated as of December 11, 2000 by and between INVESTORS BANK
& TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and each of the
funds listed on Appendix A (each a "Fund").
WHEREAS, pursuant to the provisions of Rule 17f-5 ("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 the Fund desires to
delegate to the Delegate certain responsibilities concerning Foreign Assets (as
defined below), and the Delegate hereby agrees to accept such delegation, as
described herein; and
WHEREAS, pursuant to the provisions of Rule 17f-7 ("Rule 17f-7") under
the 1940 Act, and subject to the terms and conditions set forth herein, the
Board of the Fund desires to retain the Delegate to perform certain duties
concerning Securities Depositories outside the United States, and the Delegate
hereby agrees to perform such duties , as described herein;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. DEFINITIONS
-----------
Capitalized terms in this Agreement have the following meanings:
a. AUTHORIZED REPRESENTATIVE
Authorized Representative means any one of the persons who are
empowered, on behalf of the parties to this Agreement, to receive notices from
the other party and to send notices to the other party.
b. BOARD
Board means the Board of Directors (or the body authorized to
exercise authority similar to that of the board of directors of a corporation)
of a 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 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.
d. ELIGIBLE FOREIGN CUSTODIAN
Eligible Foreign Custodian has the meaning set forth in Rule
17f-5(a)(1) and it is understood that such term includes any bank as defined in
Section 2(a)(5) of the 1940 Act meeting the requirements of Section 17(f) of the
1940 Act for a custodian.
1
e. FOREIGN ASSETS
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2).
f. FOREIGN CUSTODY MANAGER
Foreign Custody Manager has the meaning set forth in Rule
17f-5(a)(3).
g. SECURITIES DEPOSITORY
Securities Depository has the meaning set forth in Rule
17f-4(a).
h. MONITOR
Monitor means to re-assess or re-evaluate, at reasonable
intervals, a decision, determination or analysis previously made.
2. REPRESENTATIONS
---------------
a. DELEGATE'S REPRESENTATIONS
Delegate represents that it is a trust company chartered under
the laws of the Commonwealth of Massachusetts. Delegate further represents that
the persons executing this Agreement and any amendment or appendix hereto on its
behalf are duly authorized to so bind the Delegate with respect to the subject
matter of this Agreement.
b. FUND'S REPRESENTATIONS
Each Fund represents that its Board has determined that it is
reasonable to rely on Delegate to perform the responsibilities described in this
Agreement. Each 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 a Fund's Foreign Assets held in the
jurisdictions listed in Appendix B1. Delegate's responsibilities under this
Agreement in connection with Rule 17f-7 apply only with respect to the
Securities Depositories listed in Appendix B2. Upon the creation of a new
Securities Depository in any of the jurisdictions listed in Appendix B1 at the
time of such creation, such Securities Depository will automatically be deemed
to be listed in Appendix B2 and will be covered by the terms of this Agreement
provided Delegate has delivered to each Fund or its investment adviser (as used
in this Agreement, "investment adviser" shall mean the entity responsible for
the day to day management of the Fund's investment program, be it an investment
adviser or a sub-adviser) the information specified in Section 6(c) of this
Agreement relating to the Securities Depository's qualification as an Eligible
2
Securities Depository and if such creation occurs on or after July 1, 2001, a
risk analysis for such Securities Depository in accordance with Rule
17f-7(a)(1)(i)(A).
b. ADDED JURISDICTIONS AND DEPOSITORIES
Jurisdictions and related Securities Depositories may be added
to Appendix B1 and Xxxxxxxx X0, respectively, by written agreement in the form
of Appendix C. Delegate's responsibility and authority with respect to any
jurisdiction or Securities Depository, respectively, so added will commence at
the later of (i) the time that Delegate's Authorized Representative and Board's
Authorized Representative have both executed a copy of Appendix C listing such
jurisdiction and/or Securities Depository, or (ii) the time that Delegate's
Authorized Representative receives a copy of such fully executed Appendix C,
provided that, with respect to the addition of any Securities Depository to
Appendix B2 pursuant to this Section 3(b), such addition shall be effective only
if Delegate has delivered to each 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 if such
creation occurs on or after July 1, 2001, a risk analysis for such Securities
Depository in accordance with Rule 17f-7(a)(1)(i)(A).
c. WITHDRAWN JURISDICTIONS
Each Fund's 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
any Board. Thirty days (or, if such time period is less than reasonably
practicable, 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 to place and maintain a Fund's Foreign Assets in the care of any
Eligible Foreign Custodian(s) selected by Delegate in each jurisdiction to which
this Agreement applies, except that Delegate does not accept such authorization
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
responsible for entering into a written contract with each Eligible Foreign
Custodian Delegate selects to custody a Fund's Foreign Assets.
3
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 a system to Monitor the appropriateness of maintaining
the Fund's Foreign Assets with such Eligible Foreign Custodian under Section
7(b) of this Agreement and the performance of the contract entered into with
such Eligible Foreign Custodian under Section 7(c) of this Agreement. If
Delegate's arrangements with an Eligible Foreign Custodian for custody of a
Fund's Foreign Assets no longer meet the requirements of Rule 17f-5, Delegate
shall withdraw the Fund's Foreign Assets from the custody of such Eligible
Foreign Custodian and make arrangements for the custody of such Foreign Assets
with a successor Eligible Foreign Custodian meeting the requirements of Rule
17f-5 in accordance with the terms of this Agreement, as soon as reasonably
practicable; the Fund shall bear all reasonable expenses relating to the
relocation of Foreign Assets under such circumstances provided Delegate's
performance of its duties with respect to the custody of such Foreign Assets has
met the standard of care set forth in Section 8 of this Agreement. If Delegate
determines that no successor custodian will meet the requirements of this
Agreement and Rule 17f-5, then Delegate shall promptly notify the Fund or its
investment adviser of such fact and shall comply with such instructions as the
Fund or its investment adviser may reasonably give in order to permit the Fund
to withdraw such Foreign Assets as soon as reasonably practicable in accordance
with Rule 17f-5.
Notwithstanding anything herein to the contrary, beginning 30 days
after Delegate has notified a Fund or its investment adviser that no custodian
in a particular jurisdiction will meet the requirements of this Agreement and
Rule 17f-5, Delegate shall no longer be responsible, and Delegate shall not be
liable and shall be held harmless, for such jurisdiction under this Agreement.
6. SECURITIES DEPOSITORIES
-----------------------
a. Delegate shall, by no later than July 2, 2001, provide the Fund or its
investment adviser with an analysis of the custody risks associated with
maintaining assets with each Securities Depository listed on Appendix B2 hereto
in accordance with Rule 17f-7(a)(1)(i)(A).
b. In accordance with the requirements of Rule 17f-7, Delegate shall
Monitor the custody risks associated with maintaining assets with each
Securities Depository listed on Appendix B2 hereto on a continuing basis, and
shall promptly notify the Fund or its investment adviser of any material change
in such risks.
c. Delegate shall, concurrent with the execution of this Agreement, 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 B2 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.
4
7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY
-----------------------------------------------------------------
a. DETERMINATIONS REGARDING COUNTRY RISK
Delegate shall not be responsible for such Country Risk as is
incurred by placing and maintaining Foreign Assets in the jurisdictions to which
this Agreement applies except as provided in this Agreement and Rules 17f-5and
17f-7. 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
Delegate may place and maintain a Fund's Foreign Assets with
an Eligible Foreign Custodian only if Delegate determines that the Fund's
Foreign Assets will be subject to reasonable care, based on the standards
applicable to custodians in the relevant market 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 requisite financial
strength to provide reasonable care for Foreign Assets;
iii. The Eligible Foreign Custodian's general reputation and standing;
iv. Whether Fund will have jurisdiction over and be able to enforce
judgments against the Eligible Foreign Custodian, such as by virtue of
the existence of any offices of the Eligible Foreign Custodian in the
United States or the Eligible Foreign Custodian's consent to service
of process in the United States;
c. WRITTEN CONTRACTS
The arrangement with each Eligible Foreign Custodian pursuant
to this Agreement shall be governed by a written contract. Delegate shall
determine that each such contract provides reasonable care for a Fund's Foreign
Assets based on the standards specified in Section 7(b) of this Agreement.
Delegate shall ensure that each such contract meets the requirements of Rule
17f-5(c)(2)(i)-(ii).
8. STANDARD OF CARE
----------------
a. In exercising the authority delegated under this Agreement with regard to
its duties under Rule 00x-0, Xxxxxxxx agrees to exercise 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.
5
b. In carrying out its responsibilities under 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 a Fund's Board of
the placement of Foreign Assets with a particular Eligible Foreign Custodian and
of any material change in a Fund's arrangements with Eligible Foreign
Custodians. Such reports shall be provided to Board quarterly for consideration
at the next regularly scheduled meeting of the Board or earlier if deemed
necessary or advisable by the Delegate in its sole discretion or requested by
the Board.
10. PROVISION OF INFORMATION REGARDING COUNTRY RISK
-----------------------------------------------
With respect to the jurisdictions listed in Appendix B1, or added
thereto pursuant to Article 3, Delegate agrees to provide the Board and the
Fund's investment adviser with access to Eyes to the WorldTM, a service
available through the Delegate's Web Site at xxx.xxxxx.xxx, containing
information relating to Country Risk, if available, as is specified in Appendix
D to this Agreement. Such information relating to Country Risk shall be updated
from time to time as the Delegate deems necessary.
11. LIMITATION OF LIABILITY
-----------------------
a. Notwithstanding anything in this Agreement to the contrary, in no
event shall the Delegate or any of its officers, directors, employees or agents
(collectively, the "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 to the extent any Claim results from the negligence,
willful misfeasance or bad faith of the Delegate or any Indemnified Party.
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:
i. 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;
ii. Any information which the Delegate provides or does
not provide under Section 10 hereof, except for any
information provided under Section 10 hereof that
comprises information concerning Securities
Depositories provided pursuant to Section 6 hereof;
iii. 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)
6
and computer facilities, the unavailability of energy
sources and other similar happenings or events.
b. Notwithstanding anything to the contrary in this Agreement, in no
event shall the Delegate or the Indemnified Parties be liable to the Fund or any
third party for lost profits or lost revenues or any special, consequential,
punitive or incidental damages of any kind whatsoever in connection with this
Agreement or any activities hereunder.
12. EFFECTIVENESS AND TERMINATION OF AGREEMENT
------------------------------------------
This Agreement shall be effective as of the later of the date of
execution on behalf of each Fund or Delegate and shall remain in effect until
terminated as provided herein. This Agreement may be terminated with respect to
any Fund 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. Termination of this
Agreement with respect to any Fund shall not affect this Agreement as it applies
to Delegate and any other Fund.
13. AUTHORIZED REPRESENTATIVES AND NOTICES
--------------------------------------
The respective Authorized Representatives of each Fund and its 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 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.
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. LIMITATION OF LIABILITY WITH RESPECT TO EACH FUND
-------------------------------------------------
Delegate expressly acknowledges the provision in the Declaration of
Trust or equivalent instrument of each Fund organized as a business trust which
limits the personal liability of the trustees, officers, employees and
shareholders of such Fund, and hereby agrees that they shall have recourse only
to such Fund for payment of claims or obligations as between such Fund and
Delegate arising out of this Agreement and shall not seek satisfaction from any
trustee, officer, employee or shareholders of such Fund. In addition, Delegate
expressly acknowledges and agrees that each Fund listed on Appendix A hereto is
executing this Agreement in its individual capacity and that it will not be
responsible for any obligation of any other Fund under this Agreement.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Investors Bank & Trust Company
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
Each of the Funds listed on Appendix A hereto.
By: /s/ Xxxxx X. X'Xxxxxx
---------------------
Name: Xxxxx X. X'Xxxxxx
Title: Treasurer
8
LIST OF APPENDICES
------------------
A -- Xxxxx Xxxxx Funds
B1 -- Jurisdictions Covered
B2 -- Securities Depositories Covered
C -- Form for Adding Jurisdictions/Securities Depositories Covered
D-- Information Regarding Country Risk
E -- Authorized Representatives
9
APPENDIX A
----------
XXXXX XXXXX FUNDS
-----------------
SPOKE FUNDS HUB FUNDS
----------- ---------
XXXXX XXXXX GROWTH TRUST
Xxxxx Xxxxx Asian Small Companies Fund Asian Small Companies Portfolio
Xxxxx Xxxxx Growth Fund Growth Portfolio
Xxxxx Xxxxx Greater China Growth Fund Greater China Growth Portfolio
Xxxxx Xxxxx Information Age Fund Information Age Portfolio
Xxxxx Xxxxx Worldwide Health Sciences Worldwide Health Sciences Portfolio
Fund
XXXXX XXXXX MUTUAL FUNDS TRUST
Xxxxx Xxxxx Cash Management Fund Cash Management Portfolio
Xxxxx Xxxxx Floating-Rate Fund Floating Rate Portfolio
Xxxxx Xxxxx Floating-Rate High Income Fund Floating Rate Portfolio
High Income Portfolio
Xxxxx Xxxxx Government Obligations Fund Government Obligations Portfolio
Xxxxx Xxxxx High Income Fund High Income Portfolio
Xxxxx Xxxxx Insured High Income Fund High Income Portfolio
Xxxxx Xxxxx Insured Tax-Managed Emerging Tax-Managed Emerging Growth
Growth Fund Portfolio
Xxxxx Xxxxx Insured Tax-Managed Growth Fund Tax-Managed Growth Portfolio
Xxxxx Xxxxx Insured Tax-Managed Tax-Managed International Growth
International Growth Fund Portfolio
Xxxxx Xxxxx Money Market Fund Cash Management Portfolio
Xxxxx Xxxxx Municipal Bond Fund N/A
Xxxxx Xxxxx Strategic Income Fund Strategic Income Portfolio
Xxxxx Xxxxx Tax Free Reserves N/A
Xxxxx Xxxxx Tax-Managed Capital Capital Appreciation Portfolio
Appreciation Fund
Xxxxx Xxxxx Tax-Managed Emerging Growth Tax-Managed Emerging Growth
Fund Portfolio (1)
Xxxxx Xxxxx Tax-Managed New America Fund Tax-Managed Emerging Growth
Portfolio (1)
Xxxxx Xxxxx Tax-Managed Growth Fund Tax-Managed Growth Portfolio
Xxxxx Xxxxx Tax-Managed America Fund Tax-Managed Growth Portfolio
Xxxxx Xxxxx Tax-Managed International Tax-Managed International Growth
Growth Fund Portfolio
Xxxxx Xxxxx Tax-Managed Value Fund N/A
Xxxxx Xxxxx Tax-Managed Young Shareholder Capital Appreciation Portfolio
Fund
XXXXX XXXXX SERIES TRUST
Capital Exchange Fund Tax-Managed Growth Portfolio
XXXXX XXXXX SPECIAL INVESTMENT TRUST
Xxxxx Xxxxx Balanced Fund Capital Growth Portfolio/
Investment Grade Income Portfolio
Xxxxx Xxxxx Emerging Markets Fund Emerging Markets Portfolio
Xxxxx Xxxxx Greater India Fund South Asia Portfolio
A-1
Xxxxx Xxxxx Growth & Income Fund Growth & Income Portfolio
Xxxxx Xxxxx Institutional Emerging Markets Emerging Markets Portfolio
Fund
Xxxxx Xxxxx Institutional Short Term N/A
Treasury Fund
Xxxxx Xxxxx Special Equities Fund Special Equities Portfolio
Xxxxx Xxxxx Small Company Growth Fund Small Company Growth Portfolio
Xxxxx Xxxxx Utilities Fund Utilities Portfolio
XXXXX XXXXX VARIABLE TRUST
Xxxxx Xxxxx VT Floating-Rate Income Fund N/A
Xxxxx Xxxxx VT Income Fund of Boston N/A
Xxxxx Xxxxx VT Information Age Fund N/A
Xxxxx Xxxxx VT Worldwide Health Sciences N/A
Fund
OTHER FUNDS
Xxxxx Xxxxx Advisers Senior Floating-Rate Senior Debt Portfolio
Fund
Xxxxx Xxxxx Prime Rate Reserves Senior Debt Portfolio
Xxxxx Xxxxx Senior Income Trust N/A
EV Classic Senior Floating-Rate Fund Senior Debt Portfolio
Xxxxx Xxxxx Institutional Senior Senior Debt Portfolio
Floating-Rate Fund
A-2
APPENDIX B1
-----------
JURISDICTIONS COVERED
---------------------
Argentina Kenya
Austria Korea
Australia Latvia
Bahrain Lebanon
Bangladesh Lithuania
Belgium Luxembourg
Bermuda Malaysia
Bolivia Mauritius
Botswana Mexico
Brazil Morocco
Bulgaria Namibia
Canada Netherlands
Chile New Zealand
China Norway
Clearstream (Cedel) Oman
Colombia Pakistan
Costa Rica Panama
Croatia Papau New Guinea
Cyprus Peru
Czech Republic Philippines
Denmark Poland
Ecuador Portugal
Egypt Romania
Estonia Russia
Euroclear Singapore
Finland Slovak Republic
France Slovenia
Germany South Africa
Ghana Spain
Greece Sri Lanka
Hong Kong Swaziland
Hungary Sweden
Iceland Switzerland
India Taiwan
Indonesia Thailand
Ireland Turkey
Israel Ukraine
Italy United Kingdom
Ivory Coast Uruguay
Japan Venezuela
Jordan Zambia
Kazakhstan Zimbabwe
B-1
APPENDIX B2
-----------
SECURITIES DEPOSITORIES COVERED
-------------------------------
[delete those countries which are not delegated]
Argentina CDV
CRYL
Australia Austraclear Ltd.
CHESS
RITS
Austria OeKB AG
Bahrain None
Bangladesh None
Belgium BKB
CIK
Bermuda None
Botswana None
Brazil CBLC
CETIP
SELIC
Bulgaria The Bulgarian National Bank
The Central Depository
Canada Bank of Canada
CDS
Chile DCV
China SSCC
SSCCRC
Clearstream
Colombia DCV
DECEVAL
Costa Rica CEVAL
B-2
Croatia CNB
Ministry of Finance
SDA
Czech Republic SCP
TKD
Denmark VP
Ecuador DECEVALE, S.A.
Egypt Misr for Clearing, Settlement
& Dep.
Estonia ECDSL
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.
Italy Banca d-Italia
Monte Titoli
Ivory Coast* Depositaire Central/Banque de
Reglement
Japan Bank of Japan
B-3
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
Peru CAVALI
Philippines PCD
XxXX
Xxxxxx CRBS
NDS
Portugal Central de Valores Mobiliarios
B-4
Romania NBR
SNCDD
Stock Exchange Registry,
Clearing & Settlement
Russia DCC
NDC
VTB
Singapore CDP
MAS
Slovak Republic NBS
SCP
Slovenia KDD
South Africa STRATE
The Central Depository (Pty)
Ltd.
Spain Banco de Espana
SCLV
Sri Lanka CDS
Sweden VPC AB
Switzerland SIS SegaIntersettle AG
Taiwan TSCD
Thailand TSD
Turkey CBT
Takasbank
Ukraine Depository of the National
Bank of Ukraine
MFS Depository
Uruguay None
United Kingdom CMO
CREST
Venezuela BCV
XXX
Xxxxxx Xxxx xx Xxxxxx
XxXX XXX
Xxxxxxxx Xxxx
X-0
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
B-6
APPENDIX C
----------
ADDITIONAL JURISDICTIONS AND SECURITIES DEPOSITORIES COVERED
------------------------------------------------------------
Pursuant to Article 3 of this Agreement, Delegate and Board agree that the
following jurisdictions and Securities Depositories shall be added to Appendices
B1 and B2, respectively:
[insert additional countries/depositories]
INVESTORS BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
[FUND]
By:____________________________________
Name:
Title:
DATE: ______________________________
X-0
X-0
XXXXXXXX X
----------
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
D-1
APPENDIX E
----------
AUTHORIZED REPRESENTATIVES
--------------------------
The names and addresses of each party's authorized representatives are set forth
below:
A. BOARD
The Xxxxx Xxxxx Funds
The Xxxxx Xxxxx Building
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X'Xxxxxx, Treasurer
Fax: (000) 000-0000
With a copy to:
Xxxxx Xxxxx Management
The Xxxxx Xxxxx Building
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq., Vice President and Counsel
Fax: (000) 000-0000
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx, Director, Client Management
Fax: (000) 000-0000
With a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Assistant General Counsel
Fax: (000) 000-0000
E-1
