Exhibit (h)(1)
AMENDED AND RESTATED DELEGATION AGREEMENT
AGREEMENT, dated as of June 1, 2001 by and between INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Delegate"), and LSA VARIABLE
SERIES TRUST, a business trust organized under the laws of the State of Delaware
(the "Fund").
WHEREAS, Delegate currently acts as Delegate to the Fund pursuant to
a Delegation Agreement (the "Old Agreement") between the Delegate and the Fund
dated as of October 1, 1999; and
WHEREAS, in connection with the issuance of Rule 17f-7 and amendments
to Rule 17f-5, each under the Investment Company Act of 1940, as amended (the
"1940 Act") Delegate and Fund desire to amend and restate the Old Agreement in
accordance with the terms hereof; and
WHEREAS, pursuant to the provisions of Rule 17f-5 under the 1940 Act,
and subject to the terms and conditions set forth herein, the Board of Trustees
of the Fund desires to continue to delegate to the Delegate certain
responsibilities concerning Foreign Assets (as defined below), and the Delegate
hereby agrees to retain such delegation, but only in accordance with the terms
described herein; and
WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act,
and subject to the terms and conditions set forth herein, the Board of 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.
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
1
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) under the 1940 Act 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)) under the 1940 Act.
e. FOREIGN ASSETS
Foreign Assets has the meaning set forth in Rule
17f-5(a)(2) under the 1940 Act.
f. FOREIGN CUSTODY MANAGER
Foreign Custody Manager has the meaning set forth in
Rule 17f-5(a)(3) under the 1940 Act.
g. SECURITIES DEPOSITORY
Securities Depository has the meaning set forth in Rule
17f-4(a) under the 1940 Act.
h. MONITOR
Monitor means to re-assess or re-evaluate on a
continuing basis, at reasonable intervals based on known or reasonably
anticipated risks, a decision, determination or analysis previously made, and
in the case of decisions, determinations or analyses made in connection with
any Eligible Foreign Custodian, regarding whether any such decision,
determination or analysis continues to be in the best interests of the Fund.
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 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.
2
3. JURISDICTIONS AND DEPOSITORIES COVERED
a. INITIAL JURISDICTIONS AND DEPOSITORIES
The authority delegated by this Agreement in connection
with Rule 17f-5 applies only with respect to Foreign Assets held in the
jurisdictions listed in APPENDIX A1. Delegate's responsibilities under this
Agreement in connection with Rule 17f-7 apply only with respect to the
Securities Depositories listed in APPENDIX A2. Upon the creation of a new
Securities Depository in any of the jurisdictions listed in APPENDIX A1 at
the time of such creation, such Securities Depository will automatically be
deemed to be listed in APPENDIX A2 and will be covered by the terms of this
Agreement.
b. ADDED JURISDICTIONS AND DEPOSITORIES
Jurisdictions and related Securities Depositories may be
added to APPENDIX A1 and APPENDIX A2, respectively, by written agreement in
the form of APPENDIX B. Delegate's responsibility and authority with respect
to any jurisdiction or Securities Depository, respectively, so added will
commence at the time that Delegate's Authorized Representative receives a
copy of a fully executed APPENDIX B.
c. WITHDRAWN JURISDICTIONS
Board may withdraw its (i) delegation to Delegate with
respect to any jurisdiction or (ii) retention of Delegate with respect to any
Securities Depository, upon written notice to Delegate. Delegate may withdraw
its (i) acceptance of delegation with respect to any jurisdiction or (ii)
retention with respect to any Securities Depository, upon written notice to
Board. Ten days (or such longer period as to which the parties agree in such
event) after receipt of any such notice by the Authorized Representative of
the party other than the party giving notice, Delegate shall have no further
responsibility or authority under this Agreement with respect to the
jurisdiction(s) or Securities Depository(ories) 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.
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 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.
6. SECURITIES DEPOSITORIES
a. In accordance with the requirements of Rule 00x-0,
Xxxxxxxx shall, by no later than July 2, 2001, provide the Fund or its
investment adviser with an analysis of the custody risks associated with
maintaining assets with each Securities Depository listed on APPENDIX A2
hereto.
b. In accordance with the requirements of Rule 17f-7,
Delegate shall Monitor the custody risks associated with maintaining assets
with each Securities Depository listed on APPENDIX A2 hereto on a continuing
basis, and shall promptly notify the Fund or its investment adviser of any
material change in such risks.
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 advisor, pursuant to authority delegated by Board) has considered
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 advisor, 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 on behalf of Fund that
would entail consideration of Country Risk.
b. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
Pursuant to Rule 17f-5(c), 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;
4
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 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) under the 1940 Act.
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 those factors and criteria as Delegate may deem necessary or
appropriate including, but not limited to, those factors 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 00x-0, Xxxxxxxx agrees to
exercise reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of Foreign Assets 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.
5
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 Delegate'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.
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 World(TM), 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.
11. LIMITATION OF LIABILITY.
11.1 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 for any
Claim resulting solely from (i) the negligence, willful misfeasance or bad
faith of the Delegate or any Indemnified Party, or (ii) the failure of the
Delegate or any Indemnified Party to comply with the standard of care set
forth in Section 8 of the Agreement. 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; or
ii. Any information which the Delegate provides or
does not provide under Section 10 hereof;
PROVIDED, that the Delegate shall be responsible
for Claims to the extent arising from inaccurate
information which the Delegate provides under
Section 10 hereof through its gross negligence.
11.2 The Delegate shall indemnify and hold the Fund, its
Board, officers, employees and agents harmless from and against any and all
Claims to the extent any such Claim arises out of the negligent acts or
omissions, bad faith or willful misconduct by the Delegate, its officers,
directors or employees.
11.3 Notwithstanding anything to the contrary in this
Agreement, in no event shall a party to this Agreement be liable to the other
party 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.
6
11.4 Notwithstanding anything to the contrary in this
Agreement, in no event shall a party to this Agreement be liable to the other
party or any third party for losses resulting 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 and other similar happenings
or events.
12. EFFECTIVENESS AND TERMINATION OF AGREEMENT
This Agreement shall be effective as of the date it is executed on
behalf of both Fund and Delegate and received in such executed form by 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 pursuant to Appendix F.
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.
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 Xxxxxx
-------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Director
LSA VARIABLE SERIES TRUST
By: /s/ Xxxx X. Xxxxxx
-------------------------
Name: Xxxx X. Xxxxxx
Title: President
7
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
8
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
A-1
APPENDIX A2
SECURITIES DEPOSITORIES COVERED
----------------------------------------------------------------- --------------------------------------------------------------
Argentina CDV Philippines PCD
XXXX XxXX
----------------------------------------------------------------- --------------------------------------------------------------
Australia Austraclear Ltd. Poland CRBS
CHESS NDS
RITS
----------------------------------------------------------------- --------------------------------------------------------------
Austria OeKB AG Portugal Central de Valores
Mobiliarios
----------------------------------------------------------------- --------------------------------------------------------------
Bahrain None Romania NBR
SNCDD
Stock Exchange
Registry, Clearing &
Settlement
----------------------------------------------------------------- --------------------------------------------------------------
Bangladesh None Russia DCC
NDC
VTB
----------------------------------------------------------------- --------------------------------------------------------------
Belgium BKB Singapore CDP
CIK MAS
----------------------------------------------------------------- --------------------------------------------------------------
Bermuda None Slovak Republic NBS
SCP
----------------------------------------------------------------- --------------------------------------------------------------
Botswana None Slovenia KDD
----------------------------------------------------------------- --------------------------------------------------------------
Brazil CBLC South Africa STRATE
CETIP The Central Depository
SELIC (Pty) Ltd.
----------------------------------------------------------------- --------------------------------------------------------------
Bulgaria The Bulgarian National Spain Banco de Espana
Bank SCLV
The Central Depository
----------------------------------------------------------------- --------------------------------------------------------------
Canada Bank of Canada Sri Lanka CDS
CDS
----------------------------------------------------------------- --------------------------------------------------------------
Chile DCV Sweden VPC AB
----------------------------------------------------------------- --------------------------------------------------------------
China SSCC Switzerland SIS SegaIntersettle AG
SSCCRC
----------------------------------------------------------------- --------------------------------------------------------------
A2-1
----------------------------------------------------------------- --------------------------------------------------------------
Clearstream Taiwan TSCD
----------------------------------------------------------------- --------------------------------------------------------------
Colombia DCV Thailand TSD
DECEVAL
----------------------------------------------------------------- --------------------------------------------------------------
Costa Rica CEVAL Turkey CBT
Takasbank
----------------------------------------------------------------- --------------------------------------------------------------
Croatia CNB Ukraine Depository of the
Ministry of Finance National Bank of
SDA Ukraine
MFS Depository
----------------------------------------------------------------- --------------------------------------------------------------
Czech Republic SCP Uruguay None
TKD
----------------------------------------------------------------- --------------------------------------------------------------
Denmark VP United Kingdom CMO
CREST
----------------------------------------------------------------- --------------------------------------------------------------
Ecuador DECEVALE, S.A. Venezuela BCV
CVV
----------------------------------------------------------------- --------------------------------------------------------------
Egypt Misr for Clearing, Zambia Bank of Zambia
Settlement & Dep. XxXX CSD
----------------------------------------------------------------- --------------------------------------------------------------
Estonia ECDSL Zimbabwe None
----------------------------------------------------------------- --------------------------------------------------------------
Euroclear
----------------------------------------------------------------- --------------------------------------------------------------
Finland APK
----------------------------------------------------------------- --------------------------------------------------------------
France Sicovam SA
----------------------------------------------------------------- --------------------------------------------------------------
Germany Clearstream
----------------------------------------------------------------- --------------------------------------------------------------
Ghana None
----------------------------------------------------------------- --------------------------------------------------------------
Greece Bank of Greece
CSD
----------------------------------------------------------------- --------------------------------------------------------------
Hong Kong CCASS
CMU
----------------------------------------------------------------- --------------------------------------------------------------
Hungary Keler Ltd.
----------------------------------------------------------------- --------------------------------------------------------------
India CDSL
NSDL
----------------------------------------------------------------- --------------------------------------------------------------
A2-2
----------------------------------------------------------------- --------------------------------------------------------------
Indonesia Bank Indonesia
PT.KSEI
----------------------------------------------------------------- --------------------------------------------------------------
Ireland CREST
Gilt Settlement Office
----------------------------------------------------------------- --------------------------------------------------------------
Israel TASE Clearing
House Ltd.
----------------------------------------------------------------- --------------------------------------------------------------
Italy Banca d-Italia
Monte Titoli
----------------------------------------------------------------- --------------------------------------------------------------
Ivory Coast* Depositaire Central/
Banque de Reglement
----------------------------------------------------------------- --------------------------------------------------------------
Japan Bank of Japan
JASDEC
----------------------------------------------------------------- --------------------------------------------------------------
Jordan SDC
----------------------------------------------------------------- --------------------------------------------------------------
Kazakhstan Kazakhstan Central
Securities Depository
----------------------------------------------------------------- --------------------------------------------------------------
Kenya Central Bank of Kenya
Central Depository
----------------------------------------------------------------- --------------------------------------------------------------
Korea KSD
----------------------------------------------------------------- --------------------------------------------------------------
Latvia Bank of Latvia
LCD
----------------------------------------------------------------- --------------------------------------------------------------
Lebanon Banque de Liban
MIDCLEAR
----------------------------------------------------------------- --------------------------------------------------------------
Lithuania CSDL
----------------------------------------------------------------- --------------------------------------------------------------
Luxembourg Clearstream
----------------------------------------------------------------- --------------------------------------------------------------
Malaysia BNM (SSTS)
MCD
----------------------------------------------------------------- --------------------------------------------------------------
Mauritius CDS
----------------------------------------------------------------- --------------------------------------------------------------
Mexico S.D. Indeval
----------------------------------------------------------------- --------------------------------------------------------------
Morocco Maroclear S.A.
----------------------------------------------------------------- --------------------------------------------------------------
Netherlands NECIGEF
----------------------------------------------------------------- --------------------------------------------------------------
A2-3
----------------------------------------------------------------- --------------------------------------------------------------
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
A2-4
APPENDIX B
ADDITIONAL JURISDICTIONS/DEPOSITORIES COVERED
Reference is Made to the
Delegation Agreement (the "
Delegation
Agreement"), dated as of June 1, 2001 by and between INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Delegate"), and
LSA VARIABLE
SERIES TRUST, a business trust organized under the laws of the State of
Delaware (the "Fund").
Pursuant to Article 3 of the
Delegation Agreement, Delegate and
Fund hereby agree that the following jurisdictions/depositories shall be
added to Appendix A1 or A2, as the case may be:
[insert additional countries/depositories]
Investors Bank & Trust Company
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Director
LSA VARIABLE SERIES TRUST
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: President
DATE:
------------------------
B-1
APPENDIX C
ADDITIONAL FACTORS AND CRITERIA TO BE APPLIED
IN THE SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
THAT ARE BANKING INSTITUTIONS OR TRUST COMPANIES
In addition to the factors set forth in Rule 17f-5(c)(1) under the
1940 Act, in selecting Eligible Foreign Custodians that are banking
institutions or trust companies, Delegate shall consider the following
factors, if such information is available (check all that apply):
_________ None
_________ Other (list below):
C-1
APPENDIX D
FACTORS AND CRITERIA TO BE APPLIED
IN THE ESTABLISHING SYSTEMS FOR THE MONITORING OF
FOREIGN CUSTODY ARRANGEMENTS AND CONTRACTS
In establishing systems for the Monitoring of foreign custody
arrangements and contracts with Eligible Foreign Custodians, Delegate shall
consider the following factors, if such information is available:
1. Operating performance
2. Established practices and procedures
3. Relationship with market regulators
4. Contingency planning
D-1
APPENDIX E
INFORMATION REGARDING COUNTRY RISK
To aid the Fund in its determinations regarding Country Risk,
Delegate will furnish Fund annually with respect to the jurisdictions
specified in Article 3, the following information:
1. Copy of Subcustodian Agreements and any Addenda or Side Letters
thereto
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 of Subcustodian, if available
4. Copy of Balance Sheet from Annual Report of Subcustodian, if
available
5. Country Profile Matrix containing market practice for:
a) Delivery versus payment
b) Settlement method
c) Currency restrictions
d) Buy-in practice
e) Foreign ownership limits
f) Unique market arrangements
E-1
APPENDIX F
AUTHORIZED REPRESENTATIVES
The names and addresses of each party's authorized representatives are set
forth below:
A. FUND
LSA Variable Series Trust
c/o Allstate Financial
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx, Vice President, Operations
With a copy to:
LSA Asset Management LLC
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Assistant General Counsel
B. DELEGATE
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx, Director, Client Management
Fax: (000) 000-0000
With a copy to:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx, Assistant General Counsel
Fax: (000) 000-0000
F-1
