FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of June 1, 2001 between THE STI CLASSIC VARIABLE
TRUST - Variable Annuity International Equity Fund, a Massachusetts business
trust organized and existing under the laws of the Commonwealth of
Massachusetts, having its principal office and place of business at CT Corp., 0
Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Fund") and THE BANK OF NEW YORK
("BNY").
W I T N E S S E T H:
WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager
on the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform
the duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "BOARD" shall mean the board of directors or board of trustees, as
the case may be, of the Fund.
2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the
Rule.
3. "MONITORING SYSTEM" shall mean a system established by BNY to
fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of
Article III of this Agreement.
4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY
under the Rule as a Foreign Custody Manager with respect to each Specified
Country and each Eligible Foreign Custodian selected by BNY, a such
responsibilities are more fully described in Article III of this Agreement.
5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of
1940, as amended on June 12, 2000.
6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I
attached hereto and each country, other than the United States, constituting the
primary market for a security with respect to which the Fund has given
settlement instructions to The Bank of New York as custodian (the "Custodian")
under its Custody Agreement with the Fund.
ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to BNY with respect
to each Specified Country the Responsibilities.
2. BNY accepts the Board's delegation of Responsibilities with respect
to each Specified Country and agrees in performing the Responsibilities as a
Foreign Custody Manager to exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of the Fund's assets would
exercise.
3. BNY shall provide to the Board at such times as the Board deems
reasonable and appropriate based on the circumstances of the Fund's foreign
custody arrangements written reports notifying the Board of the placement of
assets of the Fund with a particular Eligible Foreign Custodian within a
Specified Country and of any material change in the arrangements (including the
contract governing such arrangements) with respect to assets of the Fund with
any such Eligible Foreign Custodian.
ARTICLE III.
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect
to each Specified Country select an Eligible Foreign Custodian. In connection
therewith, BNY shall: (a) determine that assets of the Fund held by such
Eligible Foreign Custodian will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market in which such Eligible
Foreign Custodian operates, after considering all factors relevant to the
safekeeping of such assets, including, without limitation, those contained in
paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody
arrangements with each Eligible Foreign Custodian are governed by a written
contract with the Custodian which will provide reasonable care for the Fund's
assets based on the standards specified in paragraph (c)(1) of the Rule; (c)
determine that each contract with an Eligible Foreign Custodian shall include
the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule, or,
alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)
provisions, such other provisions as BNY determines will provide, in their
entirety, the same or a greater level of care and protection for the assets of
the Fund as such specified provisions; (d) monitor pursuant to the Monitoring
System the appropriateness of maintaining the assets of the Fund with a
particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule
and the performance of the contract governing such arrangement; and (e) advise
the Fund whenever BNY determines under the Monitoring System that an arrangement
(including, any material change in the contract governing such arrangement)
described in preceding clause (d) no longer meets the requirements of the Rule.
2. For purposes of preceding Section 1 of this Article, BNY's
determination of appropriateness shall not include, nor be deemed to include,
any evaluation of Country Risks associated with investment in a particular
country. For purposes hereof, "Country Risks" shall mean systemic risks of
holding assets in a particular country including but not limited to (a) an
Eligible Foreign Custodian's use of any depositories that act as or operate a
system or a transnational system for the central handling of securities or any
equivalent book-entries; (b) such country's financial infrastructure; (c) such
country's prevailing custody and settlement practices; (d) nationalization,
expropriation or other governmental actions; (e) regulation of the banking or
securities industry; (f) currency controls, restrictions, devaluations or
fluctuations; and (g) market conditions which affect the orderly execution of
securities transactions or affect the value of securities.
ARTICLE IV.
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Fund, constitutes a valid and legally
binding obligation of the Fund enforceable in accordance with its terms, and no
statue, regulation, rule, order, judgment or contract binding on the Fund
prohibits the Fund's execution or performance of this Agreement; (b) this
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present, and (c) the Board or the Fund's
investment advisor has considered the Country Risks associated with investment
in each Specified Country and will have considered such risks prior to any
settlement instructions being given to the Custodian with respect to any other
country.
2. BNY hereby represents that: (a) BNY is duly organized and existing
under the laws of the State of New York, with full power to carry on its
businesses as now conducted, and to enter into this Agreement and to perform its
obligations hereunder; (b) this Agreement has been duly authorized, executed and
delivered by BNY, constitutes a valid and legally binding obligation of BNY
enforceable in accordance with its terms, and no statute, regulation, rule,
order, judgment or contract binding on BNY prohibits BNY's execution or
performance of this Agreement; and (c) BNY has established the Monitoring
System.
ARTICLE V.
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages,
liabilities or claims, including attorneys' and accountants' fee, sustained or
incurred by, or asserted against, the Fund except to the extent the same arises
out of the failure of BNY to exercise the care, prudence and diligence required
by Section 2 of the Article II hereof. In no event shall BNY be liable to the
Fund, the Board, or any third party for special, indirect or consequential
damages, or for lost profits or loss of business, arising in connection with
this Agreement.
2. The fund shall indemnify BNY and hold it harmless from and against
any and all costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees, sustained or incurred by, or asserted against,
BNY by reason or as a result of any action or inaction, or arising out of BNY's
performance hereunder, provided that the Fund shall not indemnify BNY to the
extent any such costs, expenses, damages, liabilities or claims arises out of
BNY's failure to exercise the reasonable care, prudence and diligence required
by Section 2 of Article II hereof.
3. For its services hereunder, the Fund agrees to pay BNY such
compensation and out-of-pocket expenses as shall be mutually agreed.
4. BNY shall have only such duties as are expressly set forth herein.
In no event shall BNY be liable for any Country Risks associated with
investments in a particular country.
ARTICLE VI.
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Fund and
BNY as a foreign custody manager, and no provision in the Custody Agreement
between the Fund and the Custodian shall affect the duties and obligations of
BNY hereunder, nor shall any provision in this Agreement affect the duties or
obligations of the Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to BNY, shall be sufficiently given if received by it
at its offices at 000 Xxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at
such other places as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if received
by it at its offices at CT Corp., 0 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
or at such other place as the Fund may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective successors and
assigns; provided however, that this Agreement shall not be assignable by either
party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Fund and BNY hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. The Fund hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. The Fund and BNY each hereby irrevocably waives any and all rights to
trial by jury in any legal proceeding arising out of or relating to this
Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting
solely on behalf of the Fund and no contractual or service relationship shall be
deemed to be established hereby between BNY and any person by reason of this
Agreement.
7. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the termination
of the Custody Agreement between the Fund and the Custodian, and may otherwise
be terminated by either party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than thirty
(30) days after the date of such notice.
IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first above written.
STI CLASSIC VARIABLE TRUST
By: /S/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Tax Identification No.: 00-0000000
THE BANK OF NEW YORK
By: /S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx XxXxxx
Title: Vice President
New York GLOBAL NETWORK MANAGEMENT THE
April 0000 XXXX XX
XXX XXXX
GLOBAL CUSTODY NETWORK
The Bank of New York's network of subcustodians extends to 101 markets
worldwide, the largest number of markets offered by any custodian. We
continually review our network to ensure that it reflects the changing global
investment decisions of our clients. The Bank's dedicated, regional network
management team monitors local economic, political, regulatory, and
industry-related events, and keeps clients apprised of changes in the investment
climate of each market.
Banks are selected for the network based on a variety of criteria, such as
compliance with worldwide regulatory requirements, competitive pricing, general
market reputation, SWIFT message capabilities, securities lending support,
credit ratings, overall banking relationship with The Bank of New York and
ability to consistently meet our clients' needs. Each bank must meet a set of
stringent performance standards prior to selection, which are reexamined during
semi-annual reviews and regular on-site visits, ensuring that our clients are
uniformly provided with the best subcustodian in each market.
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COUNTRY/ COUNTRY/
MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S)
ARGENTINA Banco Rio de la Plata GERMANY Dresdner Bank AG
AUSTRALIA National Australia Bank Ltd. GHANA Barclays Bank of Ghana Ltd.
AUSTRIA Bank Austria AG GREECE BNP Paribas Securities Services
BAHRAIN HSBC Bank Middle East GUINEA BISSAU Societe Generale de Banques en Cote
d'Ivoire
BANGLADESH Standard Chartered Bank HONG KONG HSBC
BELGIUM Banque Bruxelles Xxxxxxx HUNGARY HVB Bank Hungary Rt.
BENIN Societe Generale de Banques en ICELAND Landsbanki Islands
Cote d'Ivoire
BERMUDA Bank of Bermuda Limited INDIA HSBC/Deutsche Bank AG
BOLIVIA Citibank, N.A. INDONESIA HSBC
BOTSWANA Barclays Bank of Botswana Ltd. IRELAND AIB/BNY Trust Company Limited
BRAZIL BankBoston, N.A. ISRAEL Bank Leumi LE-Israel B.M.
BULGARIA ING Bank ITALY IntesaBCI S.p.A / BNP Paribas
Securities Services
BURKINA FASO Societe Generale de Banques en IVORY COAST Societe Generale - Abidjan
Cote d'Ivoire
CANADA Royal Bank of Canada JAMAICA CIBC Trust & Merchant Bank Jamaica
Ltd.
CHILE BankBoston, N.A. JAPAN The Bank of Tokyo-Mitsubishi
Limited/Mizuho Corporate Bank,
Limited
CHINA Standard Chartered Bank JORDAN HSBC Bank Middle East
COLOMBIA Cititrust Colombia S.A. KAZAKHSTAN ABN/AMRO
COSTA RICA Banco BCT KENYA Barclays Bank of Kenya Ltd.
CROATIA Privredna Banka Zagreb d.d. LATVIA Hansabanka Limited
CYPRUS Bank of Cyprus LEBANON HSBC Bank Middle East
CZECH REPUBLIC Ceskoslovenska Obchodini Banka A.S. LITHUANIA Vilniaus Bankas
DENMARK Danske Bank LUXEMBOURG Banque et Caisse d'Epargne del'Etat
ECUADOR Citibank, N.A. MALAYSIA HongKong Bank Malaysia Berhad
EGYPT Citibank, N.A. MALI Societe Generale de Banques en Cote
d'Ivoire
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COUNTRY/ COUNTRY/
MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S)
ESTONIA Hansabank Limited MALTA HSBC Bank Malta p.l.c.
EUROMARKET Clearstream MAURITIUS HSBC
EUROMARKET Euroclear MEXICO Banco Nacional de Mexico
FINLAND Nordea Bank Finland plc MOROCCO Banque Commerciale du Maroc
FRANCE BNP Paribas Securities NAMIBIA Standard Bank Namibia Ltd.
Services/Credit Agricole Indosuez
NASDAQ EUROPE Banque Bruxelles Xxxxxxx SOUTH AFRICA The Standard Bank of South Africa
Limted
NETHERLANDS Fortis Bank (Nederland) N.V. SOUTH KOREA Standard Chartered Bank
NEW ZEALAND National Australia Bank Ltd. SPAIN Banco Bilboa Vizcaya Argentaria
(National Nominees Ltd.) S.A. (BBVA)/Banco Santander Central
Hispano (BSCH)
NIGER Societe Generale de Banques en SRI LANKA Standard Chartered Bank
Cote d'Ivoire
NIGERIA Stanbic Bank Nigeria Ltd. SWAZILAND Standard Bank Swaziland Ltd.
NORWAY Den norske Bank ASA SWEDEN Skandinaviska Enskilda Banken
OMAN HSBC Bank Middle East SWITZERLAND Credit Suisse First Boston
PAKISTAN Standard Chartered Bank TAIWAN HSBC
PALESTINIAN AUTONOMOUS HSBC Bank Middle East THAILAND Standard Chartered Bank/ Bangkok
AREA Bank Public Company Ltd.
PANAMA BankBoston, N.A. TOGO Societe Generale de Banques en Cote
d'Ivoire
PERU Citibank, N.A. TRINIDAD & TOBAGO Republic Bank Limited
PHILIPPINES HSBC TUNISIA Banque Internationale Arabe de
Tunisie
POLAND Bank Handlowy W Warszawie S.A. TURKEY Garanti Bank
PORTUGAL Banco Comercial Portugues U.A.E. HSBC Bank Middle East, Dubai
QATAR HSBC Bank Middle East UKRAINE ING Bank
ROMANIA ING Bank UNITED KINGDOM The Bank of New York/The Depository
& Clearing Centre (DCC)
RUSSIA Vneshtorgbank (Min Fin Bonds UNITED STATES The Bank of New York
only)/Credit Suisse First Boston AO
SENEGAL Societe Generale de Banques en URUGUAY BankBoston, X.X.
Xxxx d'Ivoire
SINGAPORE United Overseas Bank Ltd/ The VENEZUELA Citibank, N.A.
Development Bank of Singapore Ltd.
SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, a.s. VIETNAM HSBC
SLOVENIA Bank Austria Creditanstalt d.d. ZAMBIA Barclays Bank of Zambia Ltd.
Ljubljana
ZIMBABWE Barclays Bank of Zimbabwe Ltd.
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FINALIZING MARKETS
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EVALUATING: Armenia Guatemala Nicaragua
Barbados Honduras Saudi Arabia
El Salvadoe Kuwait Uganda
Georgia Macedonia
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------------------------------- ------------------ ---------------------- ---------------- ---------------- -----------------
MONITORING (EMERGING): Albania Bhutan Lesotho Mozzambique Tajikistan
Algeria Cambodia Madagascar Myanmar Tanzia
Angola Dominican Republic Malawi Nepal Turkmenistan
Azerbaijan Iran Moldova Paraguay Uzbekistan
Belarus Kyrgyzstan Mongolia Syria Ygoslavia
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For more information about the Bank's network of subcustodians, please contact
any of our regional departments:
NEW YORK NEW YORK SINGAPORE BRUSSELS
-------- -------- --------- --------
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Floriane van Schevensteen
Group Manager Regional Manager Regional manager Regional Manager
Global Network Mgmt. Americas Asia/Pacific Europe, Middle East & Africa
(000) 000-0000 (000)000-0000 (00) 000-0000 (00-0) 000-0000
