See All of This Company's Exhibits
EX-99.(G)(2)
5
a2101864zex-99_g2.txt
EXHIBIT 99.(G)(2)
EXHIBIT (g)(2)
DELEGATION AGREEMENT
AGREEMENT, dated as of April 1, 2002 by and between INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Delegate"), and HARRIS ASSOCIATES
INVESTMENT TRUST, a Massachusetts business trust (the "Fund").
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 Trustees 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 under the 1940 Act, and
subject to the terms and conditions set forth herein, the Board of Trustees 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, to add or delete
jurisdictions pursuant to Article 3, and to otherwise bind the respective
parties with respect to the subject matter of this Agreement.
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 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)).
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 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.
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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 delegated authority 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, at
the time of entering into 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 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 in writing 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 adviser, 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 adviser,
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
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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 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 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.
8. STANDARD OF CARE
a. In exercising the authority delegated under this Agreement with regard
to its duties under Rule 17f-5, Delegate 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 17f-7, Delegate 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 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.
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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 www.ibtco.com, 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.
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
(each, a "Delegate Indemnified Party" and collectively, the "Delegate
Indemnified Parties") be liable to the Fund or any third party for, 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, costs and expenses, including 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 for any Claim resulting from the negligence,
willful misfeasance or bad faith 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 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 (other than Claims arising from the
negligence, willful misfeasance or bad faith of the Bank or any
Bank Indemnified Parties).
ii. Any information which the Delegate provides or does not provide
under Section 10 hereof (other than Claims arising from the gross
negligence, willful misfeasance or bad faith of the Bank or any
Bank Indemnified Parties).
b. Notwithstanding anything in this Agreement to the contrary, in no
event shall the Fund or any of its officers, trustees, employees or agents
(each, a "Fund Indemnified Party" and collectively, the "Fund Indemnified
Parties") be liable to the Delegate or any third party for, and the Delegate
shall indemnify and hold the Fund and the Fund Indemnified Parties harmless from
and against, any Claim to the extent arising from the negligence, willful
misfeasance or bad faith of the Delegate or any Delegate Indemnified Party
provided that the Delegates's indemnification obligation with respect to the
acts or omissions of its subcustodians shall not exceed the indemnification
provided by the applicable subcustodian to the Delegate. The Bank shall provide
the Fund copies of the applicable subcustody agreements, and any amendments to
such agreements, that will in reasonable detail describe such subcustodians'
obligation(s) to indemnify the Bank, if any.
c. Notwithstanding anything to the contrary in this Agreement, in no
event shall any party hereto liable to the other party or any third party for
lost profits or lost revenues or any
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special, consequential, punitive or incidental damages of any kind whatsoever in
connection with this Agreement or any activities hereunder.
d. Neither party shall be liable for any failure or delay in the
performance of its obligations under this Agreement arising out of or caused by
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 that are
beyond such party's reasonable control; provided, however, that in the event of
such failure or delay each party shall use its best efforts to ameliorate the
effects of any such failure or delay and each party shall use its commercially
reasonable efforts to not discriminate against the other in favor of any other
customer or client in performing the services contemplated by this Agreement.
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. CONFIDENTIALITY
Neither the Delegate nor the Fund shall disclose or use any nonpublic
personal information (as defined by Rule 3(t) of Regulation S-P under the
federal securities laws) provided by the other party, except as necessary to
carry out the purposes for which such information is provided, including
information that is used in accordance with Rules 14 and 15 of Regulation S-P in
the ordinary course of business.
16. BINDING ON TRUST PROPERTY ONLY
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of the Commonwealth of Massachusetts. Notice is
hereby given that the
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execution and delivery of this Agreement have been authorized by the trustees of
the Fund, and this Agreement has been signed and delivered by an officer of the
Fund, acting as such, and neither such authorization by the trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Fund.
[Remainder of Page Intentionally Left Blank]
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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/ Michael F. Rodgers
Name: Michael F. Rodgers
Title: President
HARRIS ASSOCIATES INVESTMENT TRUST
By: /s/ Kristi L. Rowsell
Name: Kristi L. Rowsell
Title: Treasurer
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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
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APPENDIX A1
JURISDICTIONS COVERED
[HAIT/IBT will 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
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APPENDIX A2
SECURITIES DEPOSITORIES COVERED
Argentina CDV Philippines PCD
CRYL RoSS
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
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. LuSE 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 Board agree that the
following jurisdictions shall be added to Appendix A1:
[insert additional countries/depositories]
INVESTORS BANK & TRUST COMPANY
By:
-------------------------------------
Name:
Title:
HARRIS ASSOCIATES INVESTMENT 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 at least 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
APPENDIX F
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set forth
below:
A. BOARD
Harris Associates Invesmtment Trust
Two North LaSalle Street
Chicago, IL 60602-3790
Attention: Kristi Rowsell, Treasurer
With a copy to:
Bell, Boyd & Lloyd LLC
70 West Madison Street, Suite 3300
Chicago, IL 60602
Attention: Cameron S. Avery
B. DELEGATE
Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention: Director, Client Management
Fax: (617) 330-6033
With a copy to:
Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention: Andrew S. Josef, Assistant General Counsel
Fax: (617) 946-1929