EXHIBIT 5
AMENDED AND RESTATED DELEGATION AGREEMENT
AGREEMENT, dated as of June 29, 2001 by and between INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and GMO TRUST, a
Massachusetts business trust (the "Trust") on behalf of each series of the Trust
set forth on Exhibit 1 hereto and any additional series hereafter created as
shall be mutually agreed to in writing by the parties hereto (each, a "Fund").
WHEREAS, the Delegate currently acts as Custodian of the portfolio
securities and cash of the Trust pursuant to a Custodian Agreement dated as of
August 1, 1991; and
WHEREAS, Delegate currently acts as Delegate to the Fund pursuant to a
Delegation Agreement (the "Old Agreement") between the Delegate and the Fund
dated as of July 1, 1998; and
WHEREAS, in connection with the issuance of Rule 17f-7 and amendments
to Rule 17f-5, each under the Investment Company Act of 1940, as amended (the
"1940 Act") Delegate and Fund desire to amend and restate the Old Agreement in
accordance with the terms hereof; and
WHEREAS, pursuant to the provisions of Rule 17f-5 under the 1940 Act,
and subject to the terms and conditions set forth herein, the Board of Trustees
of the Fund desires to continue to delegate to the Delegate certain
responsibilities concerning Foreign Assets (as defined below), and the Delegate
hereby agrees to retain such delegation, but only in accordance with the terms
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
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 (or the body authorized to
exercise authority similar to that of the board of directors of a corporation)
of the Trust.
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 shall mean foreign branches of U.S. Banks (as the term "U.S.
Bank" is defined in Rule 17f-5(a)(7)).
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 (i) a trust company chartered
under the laws of the Commonwealth of Massachusetts and (ii) a U.S. Bank as
defined in paragraph (a)(7) of Rule 17f-5. 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. Trust's Representations
The Trust represents that the Board has determined that it is
reasonable to rely on Delegate to perform the responsibilities of a Foreign
Custody Manager. The Trust further represents that the persons executing this
Agreement and any amendment or appendix hereto on its behalf are duly authorized
to so bind each Fund with respect to the subject matter of this Agreement.
-2-
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, 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.
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 (i)
appointed as each Fund's Foreign Custody Manager and Delegate accepts such
appointment and (ii) subject to the provisions of this Agreement, 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, and shall enter into, on
-3-
behalf of each Fund, such written contracts governing each 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 each 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 each
Fund's foreign custody arrangements, Delegate is authorized to, and shall, on
behalf of each Fund, establish a system to Monitor the performance of such
contract.
6. SECURITIES DEPOSITORIES
a. In accordance with the requirements of Rule 00x-0, Xxxxxxxx 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 A2 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 A2 hereto on a continuing basis, and
shall promptly notify the Fund or its investment adviser of any material change
in such risks or of any material change in any information provided by Delegate
regarding whether a Securities Depository meets the definition of Eligible
Securities Depository.
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 the Board (or each Fund's investment
advisor, pursuant to authority delegated by Board) has considered, and pursuant
to its fiduciary duties to each Fund and each 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 the
Board (or each Fund's investment advisor, pursuant to authority delegated by the
Board) has, and will continue to, Monitor such Country Risk to the extent the
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 any 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
-4-
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
requisite financial strength to provide reasonable
care for Foreign Assets;
iii. The Eligible Foreign Custodian's general reputation
and standing;
iv. Whether the 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;
and
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
C to this Agreement.
c. Evaluation of Written Contracts
In exercising the authority delegated under this Agreement to
enter into written contracts governing a 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 including, without
limitation, the standards set forth in Section 7(b) herein. 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 performance of a written contract
governing a Fund's foreign custody arrangements, Delegate shall consider any
factors and criteria set forth in Sections 7(b) and 7(c) herein and Appendix D
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. If any arrangement with an Eligible Foreign Custodian no longer meets
the requirements of Rule 17f-5(c), the Delegate shall promptly notify the Fund.
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
-5-
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 Rule 00x-0, Xxxxxxxx agrees to exercise reasonable care, prudence and
diligence.
9. REPORTING REQUIREMENTS
Delegate agrees to provide written reports notifying the Board of the
placement of Foreign Assets with a particular Eligible Foreign Custodian and of
any material change in a Fund's arrangements with such Eligible Foreign
Custodians. Such reports shall be provided to the Board quarterly for
consideration at the next regularly scheduled meeting of the Board or at such
times as the Board deems reasonable and appropriate.
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 or as the Board shall
reasonably request.
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 that 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;
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)
and
-6-
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 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 will become effective 30 days after receipt
by the non-terminating party 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. AMENDMENTS
This Agreement constitutes the entire agreement between the parties and
may not be altered or amended, except by an instrument in writing, executed by
both parties, and in the case of the Trust, such alteration or amendment will be
authorized and approved by its Board.
16. PARTIES
This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement will not be assignable by the Trust without the
written consent of the Delegate or by the Delegate without the written consent
of the Trust.
17. COUNTERPARTS
This Agreement maybe executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
18. DISCLAIMER OF LIABILITY
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A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Board of Trustees
of the Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets and property of the Trust; provided, however,
that the Agreement and Declaration of Trust of the Trust provides that the
assets of a particular series of the Trust shall under no circumstances be
charged with liabilities attributable to any other series of the Trust and that
all persons extending credit to, or contracting with or having any claim against
a particular series of the Trust shall look only to the assets of that
particular series for payment of such credit, contract or claim.
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:
GMO TRUST
By:____________________________________
Name:
Title:
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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
-9-
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 Papua 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
-------------------------------------------------------------------------------------------------------------
A2-1
Clearstream Taiwan TSCD
-------------------------------------------------------------------------------------------------------------
Colombia DCV Thailand TSD
DECEVAL
-------------------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------------------
A2-2
-------------------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------------------
Malaysia BNM (SSTS)
MCD
-------------------------------------------------------------------------------------------------------------
Mauritius CDS
-------------------------------------------------------------------------------------------------------------
Mexico S.D. Indeval
-------------------------------------------------------------------------------------------------------------
Morocco Maroclear S.A.
-------------------------------------------------------------------------------------------------------------
Netherlands NECIGEF
-------------------------------------------------------------------------------------------------------------
X0-0
-------------------------------------------------------------------------------------------------------------
Xxx Xxxxxxx Xxx Xxxxxxx Central
Securities Depository
-------------------------------------------------------------------------------------------------------------
Norway VPS
-------------------------------------------------------------------------------------------------------------
Oman MDSRC
-------------------------------------------------------------------------------------------------------------
Pakistan Central Depository Co.
of Pakistan Limited
State Bank of Pakistan
-------------------------------------------------------------------------------------------------------------
Peru CAVALI
-------------------------------------------------------------------------------------------------------------
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:
[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
With a copy to:
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxx Xxxxxx, 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
