Exhibit g(2)
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 TT
INTERNATIONAL U.S.A. MASTER TRUST, a Massachusetts trust (the "Trust").
WHEREAS, the Trust has been divided into separate series, including
those series referred to on Appendix A (each, a "Fund"); and
WHEREAS, Delegate currently acts as Delegate to the Trust pursuant to a
Delegation Agreement (the "Old Agreement") between the Delegate and the Trust
dated as of October 2, 2000; 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 the Trust 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 Trust 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 Trustees
of the Trust 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 amend and restate the Old
Agreement 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 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)).
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. Monitor
Monitor means, subject to Rule 17f-5, to re-assess or
re-evaluate, at reasonable intervals, a decision, determination or analysis
previously made.
h. Securities Depository
Securities Depository has the meaning set forth in the
definition of Eligibile Securities Depository in Rule 17f-7(b)(1).
2. REPRESENTATIONS
a. Delegate's Representations
Delegate represents that it is a trust company chartered under
the laws of the Commonwealth of Massachusetts and accordingly qualifies as a
"U.S. Bank" for purposes 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. Delegate acknowledges that it is the Primary Custodian
of the Trust, for purposes of Rule 17f-7(b)(2).
b. Trust's Representations
The Trust represents that the Board has determined that it is
reasonable to rely on Delegate to perform the responsibilities delegated by this
Agreement pursuant to Rule 17f-5. 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 the Trust with respect to the subject matter of this
Agreement.
c. Existence and Authority Representations of each Party
Each party represents and warrants as follows: (i) such party
was duly organized, and legally exists, under the laws of the jurisdiction in
which it was formed; (ii) such party has full power and authority to enter into,
and to perform and observe the terms and conditions of, this Agreement; (iii)
such party has duly executed and delivered this Agreement; (iv) this Agreement
is the valid and binding obligation of such party enforceable according to its
terms, subject to standard exceptions relating to equitable remedies and laws of
bankruptcy and insolvency; (v) the execution, delivery, and performance of this
Agreement by such party will not violate or conflict with, or result in a
default under, any other agreement or contract to which such party is a party or
to which its assets are subject; and (vi) such party is not required to make any
governmental filings, or to obtain any governmental or other third party
consents or approvals, as a condition to entering into, or performing and
observing the terms 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 Funds listed Appendix A and 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
Additional series of the Trust may be added to Appendix A and
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
The 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 so long as Delegate is withdrawing retention with respect to such
Securities Depository for all clients generally. Thirty days (or such longer
period as to which the parties agree) 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(ies) as to which
authority 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 (other than provided herein) 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 shall enter
into, on behalf of the Trust, a written contract governing the Trust's foreign
custody arrangements with each Eligible Foreign Custodian with which the
Delegate maintains assets.
5. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS
In each case in which Delegate has exercised the authority delegated
under this Agreement to place Foreign Assets with an Eligible Foreign Custodian,
Delegate is authorized to, and shall, on behalf of the Trust, 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 the
Trust's foreign custody arrangements, Delegate is authorized to, and shall, on
behalf of the Trust, establish a system to Monitor the performance under and
appropriateness of such contract. If an arrangement with an Eligible Foreign
Custodian no longer meets the requirements of Rule 17f-5, the Delegate shall
withdraw any of the Trust's Foreign Assets from the Eligible Foreign Custodian
as soon as reasonably practicable. The Delegate shall notify the Board of any
such withdrawal in accordance with Section 9 hereof.
6. SECURITIES DEPOSITORIES
a. In accordance with the requirements of Rule 00x-0, Xxxxxxxx shall, by
no later than July 2, 2001, provide the Trust's investment advisor and, upon
written request, each member of the Board with an analysis of the custody risks
associated with maintaining assets with each Securities Depository listed on
Appendix A2 hereto. Such analysis shall be updated by the Delegate and provided
to the Trust's investment advisor and each member of the Board when any
Securities Depository is added to Appendix A2 hereto and from time to time as
the Delegate deems necessary.
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 Trust `s investment advisor and, upon written request,
each member of the Board of any material change in such risks.
c. If instructed to do so by the Trust's investment advisor of the
Board, the Delegate shall withdraw any of the Trust's Foreign Assets from the
Securities Depository as soon as reasonably practicable.
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 the Trust's investment
advisor, pursuant to authority delegated by Board) has considered, and pursuant
to its fiduciary duties to the Trust and the Trust'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.
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 the Trust 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, if maintained with the Eligible Foreign Custodian, 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 the Trust 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 the Trust'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 the Trust's foreign custody arrangements, Delegate shall consider any
factors and criteria set forth in Appendix D to this Agreement and such other
factors as may be required to be considered under Rule17f-5. 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 Delegate shall withdraw such Foreign
Assets from the Eligible Foreign Custodian as soon as reasonably practicable.
The Trust 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
reasonable care, prudence and diligence such as a person having responsibility
for the safekeeping of Foreign Assets of an investment company registered under
the 1940 Act would exercise.
b. In carrying out its responsibilities under this Agreement with
regard to Rule 00x-0, Xxxxxxxx agrees to exercise reasonable care, prudence and
diligence.
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 the Trust's foreign custody arrangements hereunder. 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 Trust's Board or the Delegate.
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
Trust's investment advisor 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. Delegate agrees to provide
written reports to member of the Board and employees of Trust's investment
advisor, by e-mail or otherwise, at the addresses specified in Appendix F
hereto, regarding any material change in such information relating to Country
Risk, promptly after Delegate becomes aware of such change.
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 Trust, and the Trust
shall indemnify and hold the Delegate and the Indemnified Parties harmless from
and against any and all loss, damage, liability, actions, suits, claims, costs
and expenses, including legal fees, (a "Claim") arising as a result of any act
or omission of the Delegate or any Indemnified Party under this Agreement,
except for any Claim resulting solely 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 without gross negligence, willful
misfeasance or bad faith, under Section 10 hereof;
iii. Neither party shall be liable to the other for any
loss, damage, liability, action, suit, claim, cost or
expense 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 or other similar
happenings or events that cannot be controlled or
contained by such party.
b. Notwithstanding anything to the contrary in this Agreement, in no
event shall a party hereto be liable to the other party hereto 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. RESERVED
13. EFFECTIVENESS AND TERMINATION OF AGREEMENT
This Agreement shall be effective as of the later of the date of
execution on behalf of the 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 60 days after receipt
by the non-terminating party of such notice.
14. AUTHORIZED REPRESENTATIVES AND NOTICES
The respective Authorized Representatives of the Trust 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.
15. 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.
16. LIMITATION OF LIABILITY
This Agreement is executed and made by the Trustees of the Trust not
individually but as Trustees under the Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of the Trustees or
beneficial owners of the Trust individually but bind only the trust estate of
each Fund. The Delegate agrees that the obligations assumed by the Trust
hereunder shall be limited in all cases to the assets of each Fund, and the
Delegate shall not seek satisfaction of any such obligation from the officers,
agents, employees, trustees, or beneficial owners of the Trust.
17. SEVERAL OBLIGATION OF THE FUNDS
This Agreement is an agreement entered into between the Delegate and
the Trust with respect to each Fund. With respect to any obligation of the Trust
on behalf of any Fund arising out of this Agreement, the Delegate shall look for
payment or satisfaction of such obligation solely to the assets of the Fund to
which such obligation relates as though the Delegate had separately contracted
with the Fund by separate written instrument with respect to each fund.
18. MISCELLANEOUS
(a) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(b) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
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. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
TT INTERNATIONAL
U.S.A. MASTER TRUST
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
LIST OF APPENDICES
A -- Funds Covered
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
APPENDIX A
FUNDS COVERED
TT EAFE Portfolio
TT Europe Portfolio
APPENDIX A1
JURISDICTIONS COVERED
[delete those countries which are not delegated]
Argentina Kenya
Austria Korea
Australia Latvia
Bahrain Lebanon
Bangladesh Lithuania
Belgium Luxembourg
Bermuda Malaysia
Bolivia Mauritius
Botswana Mexico
Brazil Morocco
Bulgaria Namibia
Canada Netherlands
Chile New Zealand
China Norway
Clearstream (Cedel) Oman
Colombia Pakistan
Costa Rica Panama
Croatia Papau New Guinea
Cyprus Peru
Czech Republic Philippines
Denmark Poland
Ecuador Portugal
Egypt Romania
Estonia Russia
Euroclear Singapore
Finland Slovak Republic
France Slovenia
Germany South Africa
Ghana Spain
Greece Sri Lanka
Hong Kong Swaziland
Hungary Sweden
Iceland Switzerland
India Taiwan
Indonesia Thailand
Ireland Turkey
Israel Ukraine
Italy United Kingdom
Ivory Coast Uruguay
Japan Venezuela
Jordan Zambia
Kazakhstan Zimbabwe
APPENDIX A2
SECURITIES DEPOSITORIES COVERED
DEPOSITORIES
Argentina CDV Philippines PCD
XXXX Xxxx
Australia Austraclear Ltd. Poland CRBS
CHESS NNDS
RITS
Austria OeKB XX Xxxxxxxx Xxxxxxx xx Xxxxxxx
Xxxxxxx Xxxx Xxxxxxx 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
(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
SSCCRC AG
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
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
New Zealand New Zealand Central
Securities Depository
Norway VPS
Oman MDSRC
Pakistan Central Depository Co.
of Pakistan Limited
State Bank of Pakistan
Peru CAVALI
* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are
available through the Ivory Coast
APPENDIX B
ADDITIONAL JURISDICTIONS COVERED
Pursuant to Article 3 of this Agreement, Delegate and the Trust agree
that the following series of the Trust shall be added to Appendix A,
jurisdictions shall be added to Appendix A1 and/or depositories shall be added
to Appendix A2:
[insert additional countries/depositories]
INVESTORS BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
TT INTERNATIONAL U.S.A. MASTER TRUST
By:____________________________________
Name:
Title:
DATE: ______________________________
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):
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
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 Trust'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
APPENDIX F
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set forth
below:
A. Board
Trustees:
1. Xxxx X. Xxxxxxx
00 Xxx Xxxxxx
Xxxxxxxxxx, XX 00000
E-Mail: XXXxxxxxx@Xxxxxxx.xxx
2. Xxxxx X. Xxxxx
Xxxxxx, Xxxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
E-Mail: xxxxxx@xxxxxx.xxx
3. J. Xxxxxx Xxxx, Xx.
Xxxxxx Xxxx Capital Management Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
E-Mail: xxxxxxxxxxx@xxxx.xxx (c/o Xxxxxx Xxxxxxxxxx)
4. Xxxxxx X. Xxx
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
E-Mail: xxxx@xxx.xxx
5. Xxxxxx Xxxxxxx
TT International
Xxxxxx House
0 Xxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
E-Mail: xxxxxxxx@xxxxx.xxx
B. INVESTMENT ADVISOR
TT International Investment Management
Xxxxxx Xxxxx, Xxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Xxxxxx Xxxxxxx, Head of Compliance and Legal
E-Mail: xxxxxxxx@xxxxx.xxx
With a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
E-Mail: XXXXXXXX@xxxxxxx.xxx
C. 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
