EXHIBIT 8(b)
March 10, 1998
Xxxxxx Xxxxxxxxxx
Allmerica Investment Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Delegation of Responsibilities as a Foreign Custody Manager
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Dear Sirs:
The purpose of this letter is to amend the Custodian Agreement dated
October 25, 1995 between Allmerica Investment Trust (the "Trust") and Bankers
Trust Company as that Agreement relates to those registered investment companies
listed in Appendix B (each a "Fund"). Except as modified hereby, that Agreement
is confirmed in all respects.
Pursuant to the provisions of Rule 17f-5(b) under the Investment
Company Act of 1940, as amended ( the "1940 Act"), and subject to the terms and
conditions set forth herein, the Trust, by resolution adopted by the Board of
Trustees (the "Board") on behalf of each Fund hereby delegates, and Bankers
Trust Company, a New York banking corporation (the "Delegate"), hereby agrees to
accept and assume, subject to section (b) of Rule 17f-5 of the 1940 Act, the
delegation to perform as each Fund's Foreign Custody Manager as defined in Rule
17f-5 of the 1940 Act, and to assume the responsibilities identified herein
concerning custody of (1) each Fund's investments (including foreign currencies)
for which the primary market is outside of the United States and (2) such cash
and cash equivalents as are reasonably necessary to effect each Fund's
transactions in such investments (such investments and cash shall hereinafter be
referred to collectively as "Assets"). For purposes of this letter,
responsibilities of the Delegate are (i) selecting Eligible Foreign Custodians
(as that term is defined in Rule 17f-5(a)(1) of the 1940 Act, and as the same
may be amended from time to time, or that have otherwise been made exempt
pursuant to an SEC exemptive order); (ii) entering into written contracts with
such Eligible Foreign Custodians; and (iii) monitoring the appropriateness of
maintaining Assets of the Fund with such Eligible Foreign Custodians and such
written contracts.
1. Representations of the Parties
The Delegate represents and warrants that it is a US Bank within the
meaning of Rule 17f-5(a)(7) under the 1940 Act and has the power and authority
to execute, deliver and perform this Agreement.
The Trust represents and warrants that the Board has determined that it
is reasonable to rely on the Delegate to perform the responsibilities delegated
by this Agreement and has duly authorized the execution and delivery of this
Agreement on behalf of each Fund.
2. Jurisdictions Covered
The authority delegated by this Agreement currently applies with
respect to Assets held in the jurisdictions covered by the Delegate's
subcustodial network which are listed in Appendix A. Jurisdictions may be added
by means of an announcement from the Delegate over its proprietary, on-line
global custody communications network (i.e., a "Flash Notice"). The Delegate's
responsibility and authority with respect to jurisdictions so added shall
commence on the date of, or set forth in, the Flash Notice.
3. Authority to Place and Maintain Fund Assets
(a) Subject to the provisions of this Agreement and the requirements of
applicable law, including Rule 17f-5 under the 1940 Act, the Delegate is
authorized to place and maintain Assets in the care of any Eligible Foreign
Custodian or Custodians (within the meaning of Rule 17f-5(a)(1) of the 0000 Xxx)
selected by the Delegate and with Compulsory Depositories, as such term is
defined in Section 5(a) of this Agreement.
(b) The authority granted in (a) of this paragraph 3 shall include,
subject to the same limitations set forth therein, the authority to withdraw
Assets from an Eligible Foreign Custodian in any jurisdiction in which this
Agreement applies and either (1) place and maintain Assets with another Eligible
Foreign Custodian in the same jurisdiction, or (2) (subject to receipt of proper
instructions as described in the Custodian Agreement) place and maintain the
Assets so withdrawn in the care of another Eligible Foreign Custodian or
Compulsory Depository in another jurisdiction and in either case to enter into
appropriate written contracts governing the Fund's foreign custody arrangements
with such Eligible Foreign Custodian.
(c) The authority granted in (a) and (b) of this Section 3 shall not
limit the authority of the Delegate to place and maintain assets with, and
withdraw any assets so placed and maintained from, any other person permitted
under Section 17f of the 1940 Act to hold assets of registered investment
companies outside of the United States.
4. Monitoring of Eligible Foreign Custodians and Contracts
In each case in which the Delegate has exercised the authority
delegated under this Agreement under Section 3(a) to place Assets with an
Eligible Foreign Custodian, the Delegate shall have established a system to
monitor the appropriateness of maintaining the Fund's Assets with such Eligible
Foreign Custodian based on the standards set forth herein and the contract with
such Eligible Foreign Custodian based on the standards set forth in Rule
17f-5(c)(2), as it may be amended from time to time. The Delegate's monitoring
responsibility under this Section 4 shall not extend to a Compulsory Depository.
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5. Guidelines and Procedures for the Exercise of Delegated
Authority
a. Role of Delegate in Determining Country Risk.
Nothing contained herein shall require Delegate, on each Fund's behalf,
to make any selection regarding countries in which such Fund invests or to
accept any country risk in connection therewith, including, without limitation,
the risk of holding assets in Compulsory Depositories, or to engage in any
monitoring of the decision of the Fund's investment adviser to invest in any
particular country in which Delegate selects, contracts and monitors Eligible
Foreign Custodians, as the Fund's Foreign Custody Manager pursuant to this
Agreement. For purposes of this Agreement, "Compulsory Depository" shall mean a
securities depository (as defined in Rule 17f-5(a)(6)) or clearing agency the
use of which is compulsory because: (1) its use is required by law or regulation
of the particular country or (2) maintaining securities outside the depository
is not consistent with prevailing custodial practices in the country which the
depository serves. Compulsory Depositories in the jurisdictions covered by this
Delegation Agreement as of the date of this Agreement are set forth in Appendix
C. Appendix C may be amended upon written notice to the Funds from time to time.
In that connection, Delegate shall notify the Funds promptly of pending changes
to Appendix C. Delegate shall provide the Trust such information as is specified
in Appendix D. It is understood by the parties hereto that in furnishing the
information specified by Appendix D, the Delegate is not rendering to the Funds
legal, tax, accounting, investment management or other professional services.
The opinions of local counsel so furnished are solely those of such counsel and
not of the Delegate and the other information so furnished has been derived from
sources believed by the Delegate to be reliable. The Delegate does not guarantee
the accuracy or timeliness of the opinions or information so furnished. Any
notice to be furnished to the Funds in accordance with this Section 5(a) shall
be furnished to the Trust.
b. Selection of Eligible Foreign Custodians.
In exercising the authority delegated under this Agreement to place
Assets with an Eligible Foreign Custodian, the Delegate shall first determine
that Assets to be held by such Eligible Foreign Custodian shall be subject to
reasonable care based on the standards applicable to custodians in the market in
which the Assets will be held after considering all factors relevant to the
safekeeping of such Assets, including, without limitation, those set forth in
Rule 17f-5(c)(1) of the 1940 Act.
c. Evaluation of Written Contracts.
In exercising the authority delegated under this Agreement to enter
into written contracts governing the Fund's foreign custody arrangements with an
Eligible Foreign Custodian, the Delegate shall determine that such contracts
(or, in the case of a securities depository other than a Compulsory Depository,
such contract, the rules or established practices and procedures of such
depository, or any combination of the foregoing) provide reasonable care for
Assets based on the standards applicable to Eligible Foreign Custodians in the
relevant market. In making this determination, the Delegate shall determine that
such contract either contains the terms described in Rule 17f-5(c)(2)(i) or, in
lieu of any or all of such terms, contains other provisions which
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Delegate determines will provide in their entirety, the same or a greater level
of care and protection for the Fund's assets as the provisions of Rule
17f-5(c)(2)(i) in their entirety. In addition, with respect to Eligible Foreign
Custodians that are Non-Compulsory Depositories, Delegate may make such
determination based on the contract, the rules or established practices and
procedures of such depository, or any combination thereof.
6. Standard of Care
In exercising the authority delegated under this Agreement in
accordance with Rule 17f-5(b), the Delegate will exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of Assets would exercise.
7. Notification of Custodial Placement
The Delegate agrees to provide written reports notifying the Board of
the placement of Assets with a particular Eligible Foreign Custodian or
Compulsory Depository, and of any Material Change (as hereinafter defined) in
the Fund's foreign custody arrangements. Such reports shall be provided to the
Board at such times as the Board deems reasonable and appropriate based on the
circumstances for the Fund's foreign custody arrangements (and until further
notice from the Fund, such reports shall be provided within 15 days after
Delegate becomes aware of any such Material Change). For purposes of the
foregoing, a Material Change shall include, but shall not be limited to
Delegate's decision to remove the Fund's assets from a particular Eligible
Foreign Custodian, an event that has a material adverse effect on an Eligible
Foreign Custodian's financial or operational strength, any noncompliance by an
Eligible Foreign Custodian with a Material Term (as defined below) of Delegate's
agreement with such Eligible Foreign Custodian or any failure by an Eligible
Foreign Custodian to meet the status required under the 1940 Act. A Material
Term shall mean a term which provides that (a) the Fund will be adequately
indemnified or its assets adequately insured, or an adequate combination
thereof, in the event of loss; (b) the assets of the Fund will not be subject to
any right, charge, security interest, lien or claim of any kind in favor of an
Eligible Foreign Custodian or such Eligible Foreign Custodian's creditors,
except a claim of payment for their safe custody or administration, or in the
case of cash deposits, liens or rights in favor of creditors of the Eligible
Foreign Custodian arising under bankruptcy, insolvency or similar laws; (c)
beneficial ownership for the assets of the Fund will be freely transferable
without the payment of money or value other than for safe custody or
administration of the assets of the Fund; (d) adequate records will be
maintained identifying the assets as belonging to the Fund or as being held by a
third party for the benefit of the Fund; (e) the independent auditors for the
Fund will be given access to those records or confirmation of the contents of
those records; and (f) the Fund will receive periodic reports with respect to
the safekeeping of its assets, including, but not necessarily limited to,
notification of any transfer to or from the Fund's account or a third-party
account containing assets held for the benefit of the Fund. In addition, in the
event that a contract with an Eligible Foreign Custodian does not include any or
all of the terms described in (a) through (f), a term which, in Delegate's
judgment, if not complied with, would cause the contract not to provide the same
or greater level of care and protection for Fund's assets than if the contract
contained the provisions described in (a) through (f), such omission shall also
be deemed a Material Term.
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8. Effectiveness and Termination
The Board's delegation to the Delegate, as Foreign Custody Manager of
each Fund, to perform the services under this Agreement shall become effective
as of the date set forth above upon the execution and delivery of this Agreement
or a counterpart thereof by each party thereto to the other party. Such
delegation may be terminated at any time, without penalty, by either party
hereto, by written notice from the terminating party to the non-terminating
party. Such termination shall become effective 30 days after receipt by the
non-terminating party of such notice. This Agreement shall also terminate upon
the effectiveness of termination of the employment of the Delegate as custodian
of Assets in accordance with Section 20 of the Custodian Agreement.
9. Incorporation by Reference
Provisions relating to Notices, Governing Law, and Successors and
Assigns are hereby incorporated by reference from the Custodian Agreement as if
fully set forth herein.
10. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
11. A copy of the Trust's Agreement and Declaration of Trust, as
amended, is on file with the Secretary of the Commonwealth of Massachusetts.
This letter was executed on behalf of the Trust by the Trustees as Trustees or
by any officer or officers as officer or officers and not individually, and that
the obligations of such letter are not binding upon any of them or the
shareholders individually but are binding only upon the assets and property of
the Trust.
If the foregoing correctly sets forth our understanding, please execute
in the space provided below and return to the undersigned the enclosed copy of
this Agreement.
Very truly yours,
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
AGREED AS SET FORTH ABOVE:
ALLMERICA INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President & Treasurer
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APPENDIX A
The following are the jurisdictions covered by the Delegate's subcustodial
network, as referenced in Paragraph 2:
Argentina Poland
Australia Portugal
Austria Russia
Bangladesh Singapore
Belgium Slovak Republic
Botswana South Africa
Brazil South Korea
Canada Spain
Chile Sri Lanka
People's Republic of China-Shanghai Sweden
People's Republic of China-Shenzhen Switzerland
Colombia Taiwan
Czech Republic Thailand
Denmark Turkey
Ecuador United Kingdom
Egypt Venezuela
Finland Zambia
France Zimbabwe
Germany
Ghana
Greece
Hong Kong
Hungary
India
Indonesia
Ireland
Israel
Italy
Japan
Jordan
Kenya
Luxembourg
Malaysia
Mauritius
Mexico
Morocco
Netherlands
New Zealand
Norway
Pakistan
Xxxx
0
XXXXXXXX X
To Delegation Agreement dated February 18, 1998, between Bankers Trust
Company and Allmerica Investment Trust.
LIST OF PORTFOLIOS
------------------
Select Emerging Markets Fund
Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Value Opportunity Fund
Select International Equity Fund
Select Growth Fund
Select Strategic Growth Fund
Growth Fund
Equity Index Fund
Select Growth and Income Fund
Select Income Fund
Investment Grade Income Fund
Government Bond Fund
Money Market Fund
Dated as of February 18, 1998
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APPENDIX C
The following are the Compulsory Depositories in the jurisdictions covered by
this Delegation Agreement as referenced in Paragraph 5(a):
Caja de Valores, S.A. (Argentina)
The Reserve Bank Information and Transfer System (Australia)
Austraclear, Ltd. (Australia)
Wertpapiersammelbank bei der Oesterreichische Kontrollbank AG (Austria)
Caisse Interprofessionnelle de Depots et de Virements de Titres S.A. (Belgium)
Banque Nationale de Belgique (Belgium)
CALISPA, S.A. (Brazil)
Systema Especial de Liquidacao e Custodia (SELIC) (Brazil)
Shanghai Securities Central Clearing and Registration Corporation (SSCCRC)
(People's Republic of China-Shanghai)
Shenzhen Securities Central Clearing Co., Ltd.
(People's Republic of China-Shenzhen)
Deposito Central de Valores (Columbia)
Stredisko Cennych Papiru (Czech Republic)
Czech National Bank (Czech Republic)
Vaerdipapircentralen- The Danish Securities Center (Denmark)
The Misr for Clearing Settlement and Depository (Egypt)
Finnish Central Securities Depository (Finland)
Societe Interprofessionnelle pour la Compensation des Valeurs Mobilieres
(France)
Banque de France (France)
Deutscher Kassenverein AG (Germany)
Central Securites Depository (Apothetirion Titlon A.E.) (Greece)
Bank of Greece (Greece)
Central Clearing and Settlement System (Hong Kong)
The Central Depository and Clearing House (Budepest) Ltd. (Hungary)
Clearing House of the Tel Aviv Stock Exchange (Israel)
Bank of Israel (Israel)
Banca d'Italia (Italy)
The Bank of Japan (Japan)
Malaysian Central Depository Sdn. Bhd. (Malaysia)
Bank Negara Malaysia (Malaysia)
Central Depository and Settlement Co. Ltd. (Mauritius)
S.D. Indeval, S.A. de C.V. (Mexico)
Bank de Mexico (Mexico)
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (Netherlands)
De Nederlandsche Bank (Netherlands)
New Zealand Central Securities Depository Limited (New Zealand)
Central Depository Company of Pakistan, Ltd. (Pakistan)
Caja de Valores y Liquidaciones, S.A. (Peru)
The Philippines Central Depository Inc. (Philippines)
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The Book-Entry-System of the Central Bank (Philippines)
The Registry of Scripless Securities (Philippines)
The National Depository of Securities (Poland)
The National Bank of Poland (Poland)
Central de Valores Mobiliarios (Portugal)
Vneshtorgbank (Russia)
The Central Depository (Pte) Limited (Singapore)
Stredisko Cennych Papierov (Slovak Republic)
National Bank of the Slovak Republic (Slovak Republic)
The Central Depository (Pte) Ltd. (South Africa)
The Korean Securities Depository (South Korea)
Servicio de Compensacion y Liquidacion de Valores, S.A. (Spain)
Banco de Espana (Spain)
The Central Depository System (Pvt) Limited (Sri Lanka)
Vardepapperscentralen, The Swedish Securities Register Center (Sweden)
Schweizerische Effekten Giro AG (Switzerland)
The Taiwan Securities Central Depository Company, Ltd. (Taiwan)
The Thailand Securities Depository Company Limited (Thailand)
Takas ve Saklama Bankasi A.S. (Turkey)
Central Bank of Turkey (Turkey)
Lusaka Central Depository (Zambia)
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APPENDIX D
Information Regarding Country Risk Report
-----------------------------------------
1. To aid the Fund's Board in its determinations regarding Country
Risk, Delegate shall furnish Board annually the following information:
A. Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded the
Fund's independent public accountants to books and records kept by an Eligible
Foreign Custodian located in that country.
ii. Whether applicable foreign law would restrict the Fund's ability to
recover its assets in the event of the bankruptcy of an Eligible Foreign
Custodian located in that country.
iii. Whether applicable foreign law would restrict the Fund's ability to
recover assets that are lost while under the control of an Eligible Foreign
Custodian located in that country.
iv. Whether difficulties in converting the Fund's cash and cash equivalents
to U.S. dollars are reasonably foreseeable due to any current legal or
regulatory restrictions.
B. A market report in such form as determined by the Delegate with respect
to the following topics: (i) securities regulatory environment, (ii) foreign
ownership restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) compulsory depositories (to the extent that
the Delegate may have obtained information which can be made available to the
Board).
2. To aid the Fund's Board in monitoring Country Risk, Delegate shall
furnish Board the following additional information: any changes with respect to
any information included in market reports.
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