EX-99.(J)(D) 2 prrda.txt DELEGATION AGREEMENT W/IBT DELEGATION AGREEMENT -------------------- AGREEMENT, dated as of December 11, 2000 by and between INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and each of the funds listed on Appendix A (each a "Fund"). WHEREAS, pursuant to the provisions of Rule 17f-5 ("Rule 17f-5") under the Investment Company Act of 1940, as amended (the "1940 Act"), and subject to the terms and conditions set forth herein, the Board of the Fund desires to delegate to the Delegate certain responsibilities concerning Foreign Assets (as defined below), and the Delegate hereby agrees to accept such delegation, as described herein; and WHEREAS, pursuant to the provisions of Rule 17f-7 ("Rule 17f-7") under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of the Fund desires to retain the Delegate to perform certain duties concerning Securities Depositories outside the United States, and the Delegate hereby agrees to perform such duties , as described herein; NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows: 1. DEFINITIONS ----------- Capitalized terms in this Agreement have the following meanings: a. AUTHORIZED REPRESENTATIVE Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party and to send notices to the other party. b. BOARD Board means the Board of Directors (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of a Fund. c. COUNTRY RISK Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's financial infrastructure (including any risks related to Securities Depositories operating in such country); prevailing custody and settlement practices; and laws applicable to the safekeeping and recovery of Foreign Assets held in custody. d. ELIGIBLE FOREIGN CUSTODIAN Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of Section 17(f) of the 1940 Act for a custodian. 1 e. FOREIGN ASSETS Foreign Assets has the meaning set forth in Rule 17f-5(a)(2). f. FOREIGN CUSTODY MANAGER Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3). g. SECURITIES DEPOSITORY Securities Depository has the meaning set forth in Rule 17f-4(a). h. MONITOR Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made. 2. REPRESENTATIONS --------------- a. DELEGATE'S REPRESENTATIONS Delegate represents that it is a trust company chartered under the laws of the Commonwealth of Massachusetts. Delegate further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Delegate with respect to the subject matter of this Agreement. b. FUND'S REPRESENTATIONS Each Fund represents that its Board has determined that it is reasonable to rely on Delegate to perform the responsibilities described in this Agreement. Each Fund further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Fund with respect to the subject matter of this Agreement. 3. JURISDICTIONS AND DEPOSITORIES COVERED -------------------------------------- a. INITIAL JURISDICTIONS AND DEPOSITORIES The authority delegated by this Agreement in connection with Rule 17f-5 applies only with respect to a Fund's Foreign Assets held in the jurisdictions listed in Appendix B1. Delegate's responsibilities under this Agreement in connection with Rule 17f-7 apply only with respect to the Securities Depositories listed in Appendix B2. Upon the creation of a new Securities Depository in any of the jurisdictions listed in Appendix B1 at the time of such creation, such Securities Depository will automatically be deemed to be listed in Appendix B2 and will be covered by the terms of this Agreement provided Delegate has delivered to each Fund or its investment adviser (as used in this Agreement, "investment adviser" shall mean the entity responsible for the day to day management of the Fund's investment program, be it an investment adviser or a sub-adviser) the information specified in Section 6(c) of this Agreement relating to the Securities Depository's qualification as an Eligible 2 Securities Depository and if such creation occurs on or after July 1, 2001, a risk analysis for such Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). b. ADDED JURISDICTIONS AND DEPOSITORIES Jurisdictions and related Securities Depositories may be added to Appendix B1 and Appendix B2, respectively, by written agreement in the form of Appendix C. Delegate's responsibility and authority with respect to any jurisdiction or Securities Depository, respectively, so added will commence at the later of (i) the time that Delegate's Authorized Representative and Board's Authorized Representative have both executed a copy of Appendix C listing such jurisdiction and/or Securities Depository, or (ii) the time that Delegate's Authorized Representative receives a copy of such fully executed Appendix C, provided that, with respect to the addition of any Securities Depository to Appendix B2 pursuant to this Section 3(b), such addition shall be effective only if Delegate has delivered to each Fund or its investment adviser the information specified in Section 6(c) of this Agreement relating to the Securities Depository's qualification as an Eligible Securities Depository and if such creation occurs on or after July 1, 2001, a risk analysis for such Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). c. WITHDRAWN JURISDICTIONS Each Fund's Board may withdraw its (i) delegation to Delegate with respect to any jurisdiction or (ii) retention of Delegate with respect to any Securities Depository, upon written notice to Delegate. Delegate may withdraw its (i) acceptance of delegation with respect to any jurisdiction or (ii) retention with respect to any Securities Depository, upon written notice to any Board. Thirty days (or, if such time period is less than reasonably practicable, such longer period as to which the parties agree in such event) after receipt of any such notice by the Authorized Representative of the party other than the party giving notice, Delegate shall have no further responsibility or authority under this Agreement with respect to the jurisdiction(s) or Securities Depository as to which delegation is withdrawn. 4. DELEGATION OF AUTHORITY TO ACT AS FOREIGN CUSTODY MANAGER --------------------------------------------------------- a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized to place and maintain a Fund's Foreign Assets in the care of any Eligible Foreign Custodian(s) selected by Delegate in each jurisdiction to which this Agreement applies, except that Delegate does not accept such authorization with regard to Securities Depositories. b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is responsible for entering into a written contract with each Eligible Foreign Custodian Delegate selects to custody a Fund's Foreign Assets. 3 5. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS ------------------------------------------------------- In each case in which Delegate has exercised the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate shall establish a system to Monitor the appropriateness of maintaining the Fund's Foreign Assets with such Eligible Foreign Custodian under Section 7(b) of this Agreement and the performance of the contract entered into with such Eligible Foreign Custodian under Section 7(c) of this Agreement. If Delegate's arrangements with an Eligible Foreign Custodian for custody of a Fund's Foreign Assets no longer meet the requirements of Rule 17f-5, Delegate shall withdraw the Fund's Foreign Assets from the custody of such Eligible Foreign Custodian and make arrangements for the custody of such Foreign Assets with a successor Eligible Foreign Custodian meeting the requirements of Rule 17f-5 in accordance with the terms of this Agreement, as soon as reasonably practicable; the Fund shall bear all reasonable expenses relating to the relocation of Foreign Assets under such circumstances provided Delegate's performance of its duties with respect to the custody of such Foreign Assets has met the standard of care set forth in Section 8 of this Agreement. If Delegate determines that no successor custodian will meet the requirements of this Agreement and Rule 17f-5, then Delegate shall promptly notify the Fund or its investment adviser of such fact and shall comply with such instructions as the Fund or its investment adviser may reasonably give in order to permit the Fund to withdraw such Foreign Assets as soon as reasonably practicable in accordance with Rule 17f-5. Notwithstanding anything herein to the contrary, beginning 30 days after Delegate has notified a Fund or its investment adviser that no custodian in a particular jurisdiction will meet the requirements of this Agreement and Rule 17f-5, Delegate shall no longer be responsible, and Delegate shall not be liable and shall be held harmless, for such jurisdiction under this Agreement. 6. SECURITIES DEPOSITORIES ----------------------- a. Delegate shall, by no later than July 2, 2001, provide the Fund or its investment adviser with an analysis of the custody risks associated with maintaining assets with each Securities Depository listed on Appendix B2 hereto in accordance with Rule 17f-7(a)(1)(i)(A). b. In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the custody risks associated with maintaining assets with each Securities Depository listed on Appendix B2 hereto on a continuing basis, and shall promptly notify the Fund or its investment adviser of any material change in such risks. c. Delegate shall, concurrent with the execution of this Agreement, provide each Fund or its investment adviser with information which will enable such Fund or its investment adviser to determine whether each Securities Depository listed in Appendix B2 is an Eligible Securities Depository as defined in Rule 17f-7(b)(1). Delegate shall notify each Fund or its investment adviser of any material change in any information provided by Delegate regarding whether a Securities Depository meets the definition of Eligible Securities Depository promptly after becoming aware of any such change. 4 7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY ----------------------------------------------------------------- a. DETERMINATIONS REGARDING COUNTRY RISK Delegate shall not be responsible for such Country Risk as is incurred by placing and maintaining Foreign Assets in the jurisdictions to which this Agreement applies except as provided in this Agreement and Rules 17f-5and 17f-7. Except as specifically described herein, nothing in this Agreement shall require Delegate to make any selection or to engage in any Monitoring on behalf of Fund that would entail consideration of Country Risk. b. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS Delegate may place and maintain a Fund's Foreign Assets with an Eligible Foreign Custodian only if Delegate determines that the Fund's Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market after considering all factors relevant to the safekeeping of such Foreign Assets, including, without limitation; i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; ii. Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets; iii. The Eligible Foreign Custodian's general reputation and standing; iv. Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States; c. WRITTEN CONTRACTS The arrangement with each Eligible Foreign Custodian pursuant to this Agreement shall be governed by a written contract. Delegate shall determine that each such contract provides reasonable care for a Fund's Foreign Assets based on the standards specified in Section 7(b) of this Agreement. Delegate shall ensure that each such contract meets the requirements of Rule 17f-5(c)(2)(i)-(ii). 8. STANDARD OF CARE ---------------- a. In exercising the authority delegated under this Agreement with regard to its duties under Rule 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. 5 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 a Fund's Board of the placement of Foreign Assets with a particular Eligible Foreign Custodian and of any material change in a Fund's arrangements with Eligible Foreign Custodians. Such reports shall be provided to Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion or requested by the Board. 10. PROVISION OF INFORMATION REGARDING COUNTRY RISK ----------------------------------------------- With respect to the jurisdictions listed in Appendix B1, or added thereto pursuant to Article 3, Delegate agrees to provide the Board and the Fund's investment adviser with access to Eyes to the WorldTM, a service available through the Delegate's Web Site at www.ibtco.com, containing information relating to Country Risk, if available, as is specified in Appendix D to this Agreement. Such information relating to Country Risk shall be updated from time to time as the Delegate deems necessary. 11. LIMITATION OF LIABILITY ----------------------- a. Notwithstanding anything in this Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the "Indemnified Parties") be liable to the Fund or any third party, and the Fund shall indemnify and hold the Delegate and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including legal fees, (a "Claim") arising as a result of any act or omission of the Delegate or any Indemnified Party under this Agreement, except to the extent any Claim results from the negligence, willful misfeasance or bad faith of the Delegate or any Indemnified Party. Without limiting the foregoing, neither the Delegate nor the Indemnified Parties shall be liable for, and the Delegate and the Indemnified Parties shall be indemnified against, any Claim arising as a result of: i. Any act or omission by the Delegate or any Indemnified Party in reasonable good faith reliance upon the terms of this Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument reasonably believed by the Delegate to be genuine; ii. Any information which the Delegate provides or does not provide under Section 10 hereof, except for any information provided under Section 10 hereof that comprises information concerning Securities Depositories provided pursuant to Section 6 hereof; iii. Any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) 6 and computer facilities, the unavailability of energy sources and other similar happenings or events. b. Notwithstanding anything to the contrary in this Agreement, in no event shall the Delegate or the Indemnified Parties be liable to the Fund or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder. 12. EFFECTIVENESS AND TERMINATION OF AGREEMENT ------------------------------------------ This Agreement shall be effective as of the later of the date of execution on behalf of each Fund or Delegate and shall remain in effect until terminated as provided herein. This Agreement may be terminated with respect to any Fund at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice. Termination of this Agreement with respect to any Fund shall not affect this Agreement as it applies to Delegate and any other Fund. 13. AUTHORIZED REPRESENTATIVES AND NOTICES -------------------------------------- The respective Authorized Representatives of each Fund and its Board, and the addresses to which notices and other documents under this Agreement are to be sent to each, are as set forth in Appendix E. Any Authorized Representative of a party may add or delete persons from that party's list of Authorized Representatives by written notice to an Authorized Representative of the other party. 14. GOVERNING LAW ------------- This Agreement shall be constructed in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of choice of law. 15. LIMITATION OF LIABILITY WITH RESPECT TO EACH FUND ------------------------------------------------- Delegate expressly acknowledges the provision in the Declaration of Trust or equivalent instrument of each Fund organized as a business trust which limits the personal liability of the trustees, officers, employees and shareholders of such Fund, and hereby agrees that they shall have recourse only to such Fund for payment of claims or obligations as between such Fund and Delegate arising out of this Agreement and shall not seek satisfaction from any trustee, officer, employee or shareholders of such Fund. In addition, Delegate expressly acknowledges and agrees that each Fund listed on Appendix A hereto is executing this Agreement in its individual capacity and that it will not be responsible for any obligation of any other Fund under this Agreement. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. Investors Bank & Trust Company By: /s/ Michael Rogers ------------------ Name: Michael Rogers Title: Executive Vice President Each of the Funds listed on Appendix A hereto. By: /s/ James L. O'Connor --------------------- Name: James L. O'Connor Title: Treasurer 8 LIST OF APPENDICES ------------------ A -- Eaton Vance Funds B1 -- Jurisdictions Covered B2 -- Securities Depositories Covered C -- Form for Adding Jurisdictions/Securities Depositories Covered D-- Information Regarding Country Risk E -- Authorized Representatives 9 APPENDIX A ---------- EATON VANCE FUNDS ----------------- SPOKE FUNDS HUB FUNDS ----------- --------- EATON VANCE GROWTH TRUST Eaton Vance Asian Small Companies Fund Asian Small Companies Portfolio Eaton Vance Growth Fund Growth Portfolio Eaton Vance Greater China Growth Fund Greater China Growth Portfolio Eaton Vance Information Age Fund Information Age Portfolio Eaton Vance Worldwide Health Sciences Worldwide Health Sciences Portfolio Fund EATON VANCE MUTUAL FUNDS TRUST Eaton Vance Cash Management Fund Cash Management Portfolio Eaton Vance Floating-Rate Fund Floating Rate Portfolio Eaton Vance Floating-Rate High Income Fund Floating Rate Portfolio High Income Portfolio Eaton Vance Government Obligations Fund Government Obligations Portfolio Eaton Vance High Income Fund High Income Portfolio Eaton Vance Insured High Income Fund High Income Portfolio Eaton Vance Insured Tax-Managed Emerging Tax-Managed Emerging Growth Growth Fund Portfolio Eaton Vance Insured Tax-Managed Growth Fund Tax-Managed Growth Portfolio Eaton Vance Insured Tax-Managed Tax-Managed International Growth International Growth Fund Portfolio Eaton Vance Money Market Fund Cash Management Portfolio Eaton Vance Municipal Bond Fund N/A Eaton Vance Strategic Income Fund Strategic Income Portfolio Eaton Vance Tax Free Reserves N/A Eaton Vance Tax-Managed Capital Capital Appreciation Portfolio Appreciation Fund Eaton Vance Tax-Managed Emerging Growth Tax-Managed Emerging Growth Fund Portfolio (1) Eaton Vance Tax-Managed New America Fund Tax-Managed Emerging Growth Portfolio (1) Eaton Vance Tax-Managed Growth Fund Tax-Managed Growth Portfolio Eaton Vance Tax-Managed America Fund Tax-Managed Growth Portfolio Eaton Vance Tax-Managed International Tax-Managed International Growth Growth Fund Portfolio Eaton Vance Tax-Managed Value Fund N/A Eaton Vance Tax-Managed Young Shareholder Capital Appreciation Portfolio Fund EATON VANCE SERIES TRUST Capital Exchange Fund Tax-Managed Growth Portfolio EATON VANCE SPECIAL INVESTMENT TRUST Eaton Vance Balanced Fund Capital Growth Portfolio/ Investment Grade Income Portfolio Eaton Vance Emerging Markets Fund Emerging Markets Portfolio Eaton Vance Greater India Fund South Asia Portfolio A-1 Eaton Vance Growth & Income Fund Growth & Income Portfolio Eaton Vance Institutional Emerging Markets Emerging Markets Portfolio Fund Eaton Vance Institutional Short Term N/A Treasury Fund Eaton Vance Special Equities Fund Special Equities Portfolio Eaton Vance Small Company Growth Fund Small Company Growth Portfolio Eaton Vance Utilities Fund Utilities Portfolio EATON VANCE VARIABLE TRUST Eaton Vance VT Floating-Rate Income Fund N/A Eaton Vance VT Income Fund of Boston N/A Eaton Vance VT Information Age Fund N/A Eaton Vance VT Worldwide Health Sciences N/A Fund OTHER FUNDS Eaton Vance Advisers Senior Floating-Rate Senior Debt Portfolio Fund Eaton Vance Prime Rate Reserves Senior Debt Portfolio Eaton Vance Senior Income Trust N/A EV Classic Senior Floating-Rate Fund Senior Debt Portfolio Eaton Vance Institutional Senior Senior Debt Portfolio Floating-Rate Fund A-2 APPENDIX B1 ----------- JURISDICTIONS COVERED --------------------- Argentina Kenya Austria Korea Australia Latvia Bahrain Lebanon Bangladesh Lithuania Belgium Luxembourg Bermuda Malaysia Bolivia Mauritius Botswana Mexico Brazil Morocco Bulgaria Namibia Canada Netherlands Chile New Zealand China Norway Clearstream (Cedel) Oman Colombia Pakistan Costa Rica Panama Croatia Papau New Guinea Cyprus Peru Czech Republic Philippines Denmark Poland Ecuador Portugal Egypt Romania Estonia Russia Euroclear Singapore Finland Slovak Republic France Slovenia Germany South Africa Ghana Spain Greece Sri Lanka Hong Kong Swaziland Hungary Sweden Iceland Switzerland India Taiwan Indonesia Thailand Ireland Turkey Israel Ukraine Italy United Kingdom Ivory Coast Uruguay Japan Venezuela Jordan Zambia Kazakhstan Zimbabwe B-1 APPENDIX B2 ----------- SECURITIES DEPOSITORIES COVERED ------------------------------- [delete those countries which are not delegated] Argentina CDV CRYL Australia Austraclear Ltd. CHESS RITS Austria OeKB AG Bahrain None Bangladesh None Belgium BKB CIK Bermuda None Botswana None Brazil CBLC CETIP SELIC Bulgaria The Bulgarian National Bank The Central Depository Canada Bank of Canada CDS Chile DCV China SSCC SSCCRC Clearstream Colombia DCV DECEVAL Costa Rica CEVAL B-2 Croatia CNB Ministry of Finance SDA Czech Republic SCP TKD Denmark VP Ecuador DECEVALE, S.A. Egypt Misr for Clearing, Settlement & Dep. Estonia ECDSL Euroclear Finland APK France Sicovam SA Germany Clearstream Ghana None Greece Bank of Greece CSD Hong Kong CCASS CMU Hungary Keler Ltd. India CDSL NSDL Indonesia Bank Indonesia PT.KSEI Ireland CREST Gilt Settlement Office Israel TASE Clearing House Ltd. Italy Banca d-Italia Monte Titoli Ivory Coast* Depositaire Central/Banque de Reglement Japan Bank of Japan B-3 JASDEC Jordan SDC Kazakhstan Kazakhstan Central Securities Depository Kenya Central Bank of Kenya Central Depository Korea KSD Latvia Bank of Latvia LCD Lebanon Banque de Liban MIDCLEAR Lithuania CSDL Luxembourg Clearstream Malaysia BNM (SSTS) MCD Mauritius CDS Mexico S.D. Indeval Morocco Maroclear S.A. Netherlands NECIGEF New Zealand New Zealand Central Securities Depository Norway VPS Oman MDSRC Pakistan Central Depository Co. of Pakistan Limited State Bank of Pakistan Peru CAVALI Philippines PCD RoSS Poland CRBS NDS Portugal Central de Valores Mobiliarios B-4 Romania NBR SNCDD Stock Exchange Registry, Clearing & Settlement Russia DCC NDC VTB Singapore CDP MAS Slovak Republic NBS SCP Slovenia KDD South Africa STRATE The Central Depository (Pty) Ltd. Spain Banco de Espana SCLV Sri Lanka CDS Sweden VPC AB Switzerland SIS SegaIntersettle AG Taiwan TSCD Thailand TSD Turkey CBT Takasbank Ukraine Depository of the National Bank of Ukraine MFS Depository Uruguay None United Kingdom CMO CREST Venezuela BCV CVV Zambia Bank of Zambia LuSE CSD Zimbabwe None B-5 * Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are available through the Ivory Coast B-6 APPENDIX C ---------- ADDITIONAL JURISDICTIONS AND SECURITIES DEPOSITORIES COVERED ------------------------------------------------------------ Pursuant to Article 3 of this Agreement, Delegate and Board agree that the following jurisdictions and Securities Depositories shall be added to Appendices B1 and B2, respectively: [insert additional countries/depositories] INVESTORS BANK & TRUST COMPANY By: ___________________________________ Name: Title: [FUND] By:____________________________________ Name: Title: DATE: ______________________________ C-1 D-1 APPENDIX D ---------- INFORMATION REGARDING COUNTRY RISK ---------------------------------- To aid the Board in its determinations regarding Country Risk, Delegate will furnish Board annually with respect to the jurisdictions specified in Article 3, the following information: 1. Copy of Addenda or Side Letters to Subcustodian Agreements 2. Legal Opinion, if available, with regard to: a) Access to books and records by the Fund's accountants b) Ability to recover assets in the event of bankruptcy of a custodian c) Ability to recover assets in the event of a loss d) Likelihood of expropriation or nationalization, if available e) Ability to repatriate or convert cash or cash equivalents 3. Audit Report 4. Copy of Balance Sheet from Annual Report 5. Country Profile Matrix containing market practice for: a) Delivery versus payment b) Settlement method c) Currency restrictions d) Buy-in practice e) Foreign ownership limits f) Unique market arrangements D-1 APPENDIX E ---------- AUTHORIZED REPRESENTATIVES -------------------------- The names and addresses of each party's authorized representatives are set forth below: A. BOARD The Eaton Vance Funds The Eaton Vance Building 255 State Street Boston, MA 02109 Attention: James O'Connor, Treasurer Fax: (617) 482-3836 With a copy to: Eaton Vance Management The Eaton Vance Building 255 State Street Boston, MA 02109 Attention: Robert Toner, Esq., Vice President and Counsel Fax: (617) 338-8054 B. DELEGATE Investors Bank & Trust Company 200 Clarendon Street P.O. Box 9130 Boston, MA 02117-9130 Attention: Chris Smith, 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 E-1