EXHIBIT 9(B)
MASTER DELEGATION AGREEMENT
AGREEMENT, dated as of June 30, 2005 by and between INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Delegate"), and each of the
registered investment companies (each a "Fund" and collectively "the Funds")
listed on Appendix A) and their portfolios.
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 Directors / Trustees of each 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 Directors /
Trustees of each 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 Directors / Trustees (or the body
authorized to exercise authority similar to that of the board of directors of a
corporation) of each 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) and it is understood that such term includes foreign branches of
U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).
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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
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 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 A1 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.
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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.
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. Ten 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 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 enter into,
on behalf of Fund, such written contracts governing Fund's foreign custody
arrangements with such Eligible Foreign Custodians as Delegate deems
appropriate.
5. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS
In each case in which Delegate has exercised the authority delegated under
this Agreement to place Foreign Assets with an Eligible Foreign Custodian,
Delegate 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. 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 of such contract.
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6. SECURITIES DEPOSITORIES
a. In accordance with the requirements of Rule 17f-7, Delegate shall, upon
execution of this Agreement, 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.
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.
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 advisor, 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 advisor,
pursuant to authority delegated by Board) has, and will continue to, Monitor
such Country Risk to the extent Board 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;
i. The Eligible Foreign Custodian's practices, procedures, and
internal controls, including, but not limited to, the physical
protections available for certificated securities (if
applicable), the method of keeping custodial records, and the
security and data protection practices;
ii. Whether the Eligible Foreign Custodian has the financial
strength to provide reasonable care for Foreign Assets;
iii. The Eligible Foreign Custodian's general reputation and
standing;
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
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United States or the Eligible Foreign Custodian's consent to
service of process in the United States;
v. 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 D to this Agreement; and
c. Evaluation of Written Contracts
In exercising the authority delegated under this Agreement to enter
into written contracts governing Fund's foreign custody arrangements with an
Eligible Foreign Custodian, Delegate shall determine that such contracts provide
reasonable care for Foreign Assets based on the standards applicable to Eligible
Foreign Custodians in the relevant market. In making this determination,
Delegate shall ensure that the terms of such contracts comply with the
provisions of Rule 17f-5(c)(2).
d. Monitoring of Eligible Foreign Custodians
In exercising the authority delegated under this Agreement to
establish a system to Monitor the appropriateness of maintaining Foreign Assets
with an Eligible Foreign Custodian or the appropriateness of a written contract
governing Fund's foreign custody arrangements, Delegate shall consider any
factors and criteria set forth in Appendix E to this Agreement. If, as a result
of its Monitoring of Eligible Foreign Custodian relationships hereunder or
otherwise, the Delegate determines in its sole discretion that it is in the best
interest of the safekeeping of 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 under Rule 00x-0, Xxxxxxxx agrees to exercise such reasonable
care, prudence and diligence as is customary for persons having responsibility
for the safekeeping of Foreign Assets of an investment company registered under
the 1940 Act to exercise.
b. In carrying out its responsibilities under this Agreement with regard
to Rule 00x-0, Xxxxxxxx agrees to exercise such reasonable care, prudence and
diligence as is customary for a person having responsibility for the safekeeping
of Foreign Assets of an investment company registered under the 1940 Act to
exercise.
9. REPORTING REQUIREMENTS
Delegate agrees to provide written reports notifying Board of the
placement of Foreign Assets with a particular Eligible Foreign Custodian and of
any material change in Fund's arrangements with such Eligible Foreign
Custodians. Such reports shall be provided to Board quarterly for consideration
at the next regularly scheduled meeting of the Board or earlier if deemed
necessary or advisable by the Delegate in its sole discretion, with notice to
the Authorized Representative.
5
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 World(TM), 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 F 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 "Delegate Indemnified Parties") be liable to the Fund or any
third party, and the Fund shall indemnify and hold the Delegate and the Delegate
Indemnified Parties harmless from and against any and all loss, damage,
liability, actions, suits, claims, and reasonable costs and expenses, including
reasonable legal fees, (a "Claim") arising as a result of any act or omission of
the Delegate or any Delegate Indemnified Party under this Agreement, except to
the extent that any Claim results from the negligence, willful misfeasance, bad
faith, or reckless disregard of its duties on the part of the Delegate or any
Delegate Indemnified Party. Without limiting the foregoing, neither the Delegate
nor the Delegate Indemnified Parties shall be liable for, and the Delegate and
the Delegate Indemnified Parties shall be indemnified against, any Claim arising
as a result of:
i. Any act or omission by the Delegate or any Delegate
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 from an Authorized Representative reasonably
believed by the Delegate to be genuine; or
ii. Any information that the Delegate provides or does not provide
under Section 10 hereof.
b. The Delegate agrees to indemnify and hold harmless each Fund, its
Directors / Trustees, and its affiliates and their officers and employees ("Fund
Indemnified Parties") from and against any and all Claims arising as a result of
any act or omission of the Delegate or any Delegate Indemnified Party under this
Agreement to the extent resulting from the negligence, willful malfeasance, bad
faith, or reckless disregard of its duties on the part of the Delegate or the
Delegate Indemnified Parties.
c. Notwithstanding anything to the contrary in this Agreement, in no event
shall a party be liable to the other party 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 Fund 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 will become effective 30 days after receipt by the non-terminating
party of such notice.
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13. AUTHORIZED REPRESENTATIVES AND NOTICES
The respective Authorized Representatives of Fund and Delegate, and the
addresses to which notices and other documents under this Agreement are to be
sent to each, are as set forth in Appendix G. 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. BUSINESS RECOVERY.
The Bank represents and warrants that it has and will continue to have in
place a commercially reasonable business recovery program.
16. FORCE MAJEURE.
Notwithstanding anything otherwise to the contrary in this Agreement, no
party shall be liable to the other for any loss or liability arising from any
acts of God, earthquakes, fires, floods, storms or other disturbances of nature,
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation or computers (hardware or software) and computer facilities, the
unavailability of energy sources and other similar happenings or events, except
to the extent that any such loss or liability results from the failure of the
Delegate to (a) maintain a commercially reasonable business recovery program,
and (b) act reasonably to mitigate, as soon as practicable, the specific
occurrence or event.
17. Amendments. This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties.
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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/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
ECLIPSE FUNDS
ECLIPSE FUNDS INC.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
THE MAINSTAY FUNDS
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: President
MAINSTAY VP SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
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LIST OF APPENDICES
A - Funds
B1 -- Jurisdictions Covered
B2 - Securities Depositories Covered
C -- Additional Jurisdictions/Securities Depositories Covered
D -- Additional Factors and Criteria To Be Applied in the Selection of
Eligible Foreign Custodians That Are Banking Institutions or Trust Companies
E -- Factors and Criteria To Be Applied in Establishing Systems For the
Monitoring of Foreign Custody Arrangements and Contracts
F -- Information Regarding Country Risk
G -- Authorized Representatives
9
Appendix A
to the
Master Delegation Agreement
(as of June 30, 2005)
FUND PORTFOLIO
---- ---------
THE MAINSTAY FUNDS Blue Chip Growth Fund
Capital Appreciation Fund
Common Stock Fund
Convertible Fund
Diversified Income Fund
Equity Index Fund
Global High Income Fund
Government Fund
High Yield Corporate Bond Fund
International Equity Fund
Large Cap Growth Fund
MAP Fund
Mid Cap Growth Fund
Mid Cap Value Fund
Money Market Fund
Small Cap Growth Fund
Small Cap Value Fund
Tax Free Bond Fund
Total Return Fund
Value Fund
ECLIPSE FUNDS Mid Cap Opportunity Fund
Small Cap Opportunity Fund
Balanced Fund
ECLIPSE FUNDS INC. All Cap Growth Fund
All Cap Value Fund
Asset Manager Fund
Cash Reserves Fund
Conservative Allocation Fund
Floating Rate Fund
Growth Allocation Fund
Indexed Bond Fund
Intermediate Term Bond Fund
Large Cap Opportunity Fund (as of July 29, 2005)
Moderate Allocation Fund
Moderate Growth Allocation Fund
S&P 500 Index Fund
Short Term Bond Fund
A-1
FUND PORTFOLIO
---- ---------
MAINSTAY
VP SERIES FUND, INC. Balanced Portfolio
Basic Value Portfolio
Bond Portfolio
Capital Appreciation Portfolio
Cash Management Portfolio
Common Stock Portfolio
Convertible Portfolio
Developing Growth Portfolio
Floating Rate Portfolio
Government Portfolio
Growth Portfolio
High Yield Corporate Bond Portfolio
Income and Growth Portfolio
International Equity Portfolio
Mid Cap Core Portfolio
Mid Cap Growth Portfolio
Mid Cap Value Portfolio
S&P 500 Index Portfolio
Small Cap Growth Portfolio
Total Return Portfolio
Value Portfolio
A-2
APPENDIX B1
JURISDICTIONS COVERED
[Delete those countries that 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
B1-1
APPENDIX B2
SECURITIES DEPOSITORIES COVERED
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
XXXXXXX
X0-0
Xxxxx Xxxx XXXXX
Xxxxxxx 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.
X0-0
Xxxxx 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
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
X0-0
Xxxxxxxx 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
Romania NBR
SNCDD
Stock Exchange Registry, Clearing &
Settlement
Russia XXX
XXX
XXX
X0-0
Xxxxxxxxx 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
CVV
Zambia Bank of Zambia
XxXX CSD
Zimbabwe None
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
B2-5
APPENDIX C
ADDITIONAL JURISDICTIONS COVERED
Pursuant to Article 3 of this Agreement, Delegate and Fund agree that the
following jurisdictions shall be added to Appendix A1:
[Insert additional countries/depositories]
Investors Bank & Trust Company
By: _________________________________
Name:
Title:
[FUND]
By: __________________________________
Name:
Title:
DATE: _______________________________
C-1
APPENDIX D
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
[X] Other (list below):
(i) indemnification or insurance arrangements (or any combination of the
foregoing) such that each Fund will be adequately protected against the
risk of loss of assets held in accordance with a contract with the
Eligible Foreign Custodian;
(ii) each Fund's assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign custodian or
its creditors except a claim of payment for their safe custody or
administration or, in the case of cash deposits, liens or rights in favor
of creditors of the foreign custodian arising under bankruptcy,
insolvency, or similar laws;
(iii) beneficial ownership for each Fund's assets will be freely transferable
without the payment of money or value other than for safe custody or
administration;
(iv) adequate records will be maintained identifying the assets as belonging to
each Fund or as being held by a third party for the benefit of the Fund;
(v) each Fund's independent public accountants will be given access to those
records or confirmation of the contents of those records; and
(vi) each Fund will receive periodic reports with respect to the safekeeping of
the Fund's assets, including, but not limited to, notification of any
transfer to or from the Fund's account or a third-party account containing
assets held for the benefit of the Fund.
D-1
APPENDIX E
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
E-1
APPENDIX F
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
F-1
APPENDIX G
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set forth
below:
A. FUND
Treasurer
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
McMorgan Funds
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Secretary
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
and with a copy to
Secretary
McMorgan Funds
Xxx Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxxxxx X. 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
G-1
