Exhibit 99.B(7)(c)
AMENDMENT TO THE SECURITIES LENDING AGENCY AGREEMENT
DATED MARCH 23, 2003 BETWEEN
JEFFERSON PILOT VARIABLE FUND, INC. AND CITIBANK N.A.
This Amendment is entered into this JANUARY 31, 2005 by and between Jefferson
Pilot Variable Fund, Inc. ("Lender") and Citibank, N.A. ("Agent") and amends the
terms and conditions of the Securities Lending Agency Agreement between Lender
and Agent, dated March 23, 2003 (the "Agreement").
The terms and conditions contained in this Amendment shall be deemed a part of
the Agreement, and to the extent these terms and conditions conflict with those
in the Agreement, the terms and conditions set forth in this Amendment shall
govern. Except as otherwise expressly provided in this Amendment, the defined
terms used in this Amendment shall have the same meanings as the defined terms
set forth in the Agreement.
Pursuant to section 14.a. of the Agreement, the parties hereby amend the
Agreement as follows:
1. Section 8.a. of the Agreement, entitled Securities Lending Fees, shall
be omitted, and replaced with the following:
a. IN CONSIDERATION OF THE SERVICES PROVIDED HEREUNDER THE LENDER
AGREES TO PAY TO THE AGENT AN AMOUNT EQUAL TO 20% OF THE INVESTMENT
INCOME (NET OF REBATES) ON CASH COLLATERAL DELIVERED TO THE AGENT ON
LENDER'S BEHALF IN RESPECT OF ANY LOANS BY THE APPROVED BORROWERS, AS
WELL AS REASONABLE FEES PAID IN CONNECTION WITH TRANSACTIONS FOR WHICH
NON-CASH COLLATERAL IS PROVIDED BY APPROVED BORROWERS.
2. The following language should be added to the end of Section 10.a. of
the Agreement:
"THE LENDER SPECIFICALLY AUTHORIZES AGENT TO DISCLOSE CERTAIN
INFORMATION TO BORROWERS REGARDING LENDER OR ANY DESIGNATED ACCOUNT
AND ITS AND THEIR ASSETS AS THOSE BORROWERS ARE REQUIRED TO OBTAIN
PURSUANT TO APPLICABLE LAW, RULE OR REGULATION, OR AS DEEMED NECESSARY
IN CONNECTION WITH THE CONSUMMATION OR MAINTENANCE OF ANY LOANS."
3. A new Section 3.f. shall be added to the Agreement as follows:
"BOTH PARTIES AGREE THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THIS SECTION 3 SHALL BE ONGOING IN NATURE AND SHALL CONTINUE
THROUGHOUT THE TERM OF THIS AGREEMENT. AS SUCH, IN THE EVENT EITHER
PARTY BECOMES AWARE THAT ANY REPRESENTATION OR WARRANTY IS NO LONGER
VALID OR TRUE, THAT PARTY WILL GIVE IMMEDIATE NOTICE TO THE OTHER."
1
4. Section 11 of the Agreement shall be omitted, and replaced with the
following:
"NOTICE OF SALE OR REORGANIZATION. THE LENDER AGREES TO GIVE PROMPT
NOTICE, AND TO CAUSE ANY OF THE INVESTMENT MANAGERS AND/OR ADVISORS
WITH ACCESS TO THE DESIGNATED ACCOUNTS TO GIVE PROMPT NOTICE, TO THE
AGENT OF: (i) ANY SECURITIES IN THE DESIGNATED ACCOUNTS IT OR THEY, AS
APPLICABLE, SHALL OR HAVE SOLD; OR (ii) A CHANGE IN OWNERSHIP OF ANY
OF THE DESIGNATED ACCOUNTS, OR ASSETS CONTAINED THEREIN, INCLUDING
WITHOUT LIMITATION THE SECURITIES. THE LENDER UNDERSTANDS THAT THE
AGENT SHALL HAVE NO LIABILITY AS A RESULT OF THE FAILURE OF THE LENDER
AND/OR ITS INVESTMENT MANAGERS/ADVISORS TO GIVE SUFFICIENT NOTICE
UNDER THIS SECTION 11, WHETHER TO PROVIDE FOR THE RECALL OF SUCH
SECURITIES IN ACCORDANCE WITH THE TERMS OF THE LENDING AGREEMENTS OR
OTHERWISE."
No other terms of the Agreement are amended at this time.
IN WITNESS WHEREOF, the parties hereto have caused duly authorized
representatives of their respective companies to execute this Amendment on the
date or dates set forth below.
CITIBANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
Date: 2/2/06
JEFFERSON PILOT VARIABLE FUND, INC.,
LENDER
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
Date: 1/31/06
2
Exhibit A
To the Securities Lending
Agency Agreement
SECURITIES LENDING BORROWERS
LENDER: JEFFERSON PILOT VARIABLE FUND. INC. ("LENDER")
Abbey National Securities Inc. HSBC Securities (USA) Inc.
ABN AMRO Inc. ING Financial Markets LLC
( Merged with ABN AMRO Securities LLC) (Former: ING Barings Corp. )
Alpine Associates, L.P. (Former: Alpine Associates) Jefferies & Co., Inc.
Amaranth Securities LLC Xxxxxx Xxxxxxxxxx Xxxxx LLC
*Banc of America Securities L.L.C. JPMorgan Chase Bank
(Former: NationsBanc Xxxxxxxxxx Securities, L.L.C.) ( Former: The Chase Manhattan Bank)
BANCA IMI SECURITIES CORP. X. X. Xxxxxx Securities, Inc.
(merged with Chase Securities Inc.)
Bank of Montreal Xxxxxx Brothers, Inc.
Bear, Xxxxxxx & Co., Inc. MAPLE SECURITIES U.S.A. INC.
BEAR XXXXXXX INTERNATIONAL LTD. Millenco, LP
Bear Xxxxxxx Securities Corporation Xxxxxxx Xxxxx Government Securities, Inc.
BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx, Inc.
Barclays Capital Inc. Mizuho Securities USA Inc. (Former: Fuji Securities, Inc.)
Cantor Xxxxxxxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated
CIBC World Markets Corp. MS Securities Services, Inc.
(Former: CIBC Xxxxxxxxxxx Corp.)
Citadel Trading Group L.L.C. National Financial Services LLC
(Former: National Financial Services Corp.)
Citigroup Global Markets Inc. Nomura Securities International, Inc.
(Former: Xxxxxxx Xxxxx Xxxxxx Inc.
--Affiliate of Citigroup, Inc.)
Citigroup Global Markets Limited Paloma Securities LLC
(Former: Salomon Brothers International Ltd. )
(Affiliate of Citigroup, Inc.)
Countrywide Securities Corp. Xxxxxxx Xxxxx & Associates, Inc.
Calyon Securities (USA) Inc. RBC Capital Markets Corporation
(Former: Credit Lyonnais Sec. (U.S.A.) Inc. ) (Former: RBC Dominion Securities Corp. )
**Credit Suisse First Boston LLC SG Americas Securities, LLC
(Former :Credit Suisse First Boston Corporation) (NOTE: MSLA Assigned by XX Xxxxx Securities Corp.)
Daiwa Securities America, Inc. Societe Generale, New York Branch
Deutsche Bank Securities Inc. Southwest Securities Inc.
(Former: Deutsche Banc Alex. Xxxxx Inc.) (Former: SWS Securities Inc.)
Dresdner Bank, A.G. State Street Bank & Trust Co.
DRESDNER KIEINWORT XXXXXXXXXXX LLC
(FORMER: DRESDNER KIEINWORT XXXXXX NORTH AMERICA LLC)
Fimat USA, Inc. Swiss American Securities Inc.
First Clearing, LLC UBS Financial Services Inc.
(Affiliate of Wachovia Securities LLC) (Assigned MSLA to UBS Securities LLC as of 04/30/04)
(Former: UBS PaineWebber Inc. --
Fortis Securities LLC -Former: Xxxxx Xxxxxx, Incorporated - subsidiary of UBS AG
(Former: Fortis Investment Services L.L.C. ) UBS Securities LLC
Xxxxxxx, Sachs & Co. (Former: UBS Warburg LLC -- Former: Warburg Dillon Realty
Wachovia Bank, National Association
Greenwich Capital Markets, Inc. (Former: First Union National Bank)
Wachovia Capital Markets, LLC
(Former: Wachovia Securities Incorporated)
1
Xxxxxx Xxxxxxx Corp. WACHOVIA SECURITIES LLC
(Former: BMO Xxxxxxx Xxxxx Corp. (FORMER: WACHOVIA SECURITIES INCORPORATED AND PRUDENTIAL SECURITIES
- Former: Xxxxxxx Xxxxx Securities Inc.) INCORPORATED )( FORMER: FIRST UNION SECURITIES INCORPORATED
HBK Global Securities L.P. Zions First National Bank
* THIS BORROWER IS NOT APPROVED FOR THE FOLLOWING PORTFOLIO:
ACCOUNT NAME ACCOUNT NUMBER
JPVF INTERNATIONAL EQUITY 847864/608428107
** THIS BORROWER IS NOT APPROVED FOR THE FOLLOWING PORTFOLIO:
ACCOUNT NAME ACCOUNT NUMBER
JPVF VALUE 847127 / 608494894
IN CONNECTION WITH LOANS OF SECURITIES AND REVERSE REPURCHASE TRANSACTIONS (IF
PREVIOUSLY APPROVED AS INVESTMENT VEHICLE FOR SECURITIES LENDING CASH
COLLATERAL) WITHIN THE TERMS OF THE SECURITIES LENDING PROGRAM, WE AUTHORIZE THE
USE OF THE FOLLOWING ENTITIES AS THIRD PARTY CUSTODIANS OF (a) COLLATERAL FOR
SECURITIES LENT UNDER THE SECURITIES LENDING PROGRAM, AND (b) SECURITIES
PURCHASED UNDER REPURCHASE TRANSACTIONS (IF PREVIOUSLY APPROVED) AND CASH
COLLATERAL REMITTED FOR SUCH PURCHASES: THE BANK OF NEW YORK AND JPMORGAN CHASE
BANK. WE FURTHER AUTHORIZE CITIBANK, N.A. AS OUR AGENT TO ENTER INTO THE
NECESSARY AGREEMENTS TO EFFECTUATE THE FOREGOING.
JEFFERSON PILOT VARIABLE FUND, INC.,
LENDER
BY: /s/ Xxxx X. Xxxxxx
---------------------------------
NAME: XXXX X. XXXXXX
TITLE: TREASURER
DATE: 1/31/06
-------------------------------
2
Exhibit B
To the
Securities Lending
Agency Agreement
INVESTMENT GUIDELINES FOR SECURITIES LENDING CASH COLLATERAL
FOR JEFFERSON PILOT VARIABLE FUND. INC.
PORTFOLIO GUIDELINES:
- Minimum of 60% of investments in the overnight market, best efforts basis.
- Weighted-average portfolio maturity (weighted-average maturity is defined
as the period between coupon reset dates) cannot exceed 30 days.
- Maximum reset on floating rate coupon investments cannot exceed 90 days.
Final maturities on floating rate investments cannot exceed 3 years.
- Final maturity of fixed coupon investments cannot exceed 90 days.
- Long-term senior unsecured debt ratings of all issuers must be mid-A or
higher by S&P and Xxxxx'x.
- Derivative securities are prohibited.
- All U.S. dollar investments.
INDIVIDUAL INVESTMENT GUIDELINES:
The following securities will be permitted for the reinvestment of the cash
collateral proceeds with restrictions as reflected.
COMMERCIAL PAPER AND SHORT-TERM CORPORATE BONDS
- Floating rate - Maximum 90 day coupon reset. The base rate can be either
LIBOR, Fed Funds or Prime. Final maturity of no greater than 3 years.
- Fixed rate-final maturity no greater than 90 days.
Only Al/Pl rated issues. Domestic and taxable issues only. No municipalities.
Short-term corporate bonds cannot be more than 10% of the total portfolio.
Maintain exposure limit of $20 million per issuer.
REPURCHASE AGREEMENTS
- The following collateral is approved:
U.S. Government and Government Agency Obligations.
CMO's/MBS' that are rated AAA by Xxxxx'x and S&P. Minimum 2% haircut on
collateral for overnight Repos and a minimum 4% haircut on Repos longer
than overnight. Al/Pl Commercial Paper. Minimum 2% haircut.
- Maximum final maturity of 90 days.
1
Collateral must be marked to market daily, with margin calls when necessary.
Approved counterparties are attached as Exhibit B.
TIME DEPOSITS
- Maximum maturity of one week.
- Deposits will be permitted in domestic banks with operating company
senior unsecured debt ratings of mid-A or higher by S&P or Xxxxx'x.
Deposits in branches of foreign banks will be allowed from a list of
approved names (Exhibit A). No more than $5 million per issuer.
CERTIFICATES OF DEPOSIT
- Floating rate - Maximum 90 day coupon reset. The base rate can be either
LIBOR, Fed Funds or Prime. Final maturity of no greater than 3 years.
- Fixed rate - final maturity no greater than 90 days.
Domestic banks rated mid-A or higher by Xxxxx'x or S&P. Yankee CD purchases will
be permitted from a list of approved bank names. This list is attached for
reference (Exhibit A). Maintain exposure limit of $10 million per issuer.
MONEY MARKET FUNDS AND OTHER REINVESTMENT VEHICLES:
- Authorized to purchase shares in the following funds:
Dreyfus Cash Management Plus
Dreyfus Cash Management
Dreyfus Government Cash Management
Dreyfus Treasury Prime Cash Management
Merrimac Funds
Janus Money Market Fund
Janus Government Money Market Fund
Landmark Institutional Liquid Reserves
Landmark Institutional U.S. Treasury Reserves
CITIBANK INVESTORS PRINCIPAL PRESERVATION TRUST
U.S. GOVERNMENT AND AGENCY OBLIGATIONS
- Floating rate - Maximum 90 day coupon reset. The base rate can be either
LIBOR, Fed Funds or Prime. Final Maturity of no greater than 3 years.
- Fixed rate - final maturity no greater than 90 days.
JEFFERSON PILOT VARIABLE FUND, INC.,
LENDER
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
Date: 1/31/06
------------------------------
2
Exhibit C
to the
Securities Lending
Agency Agreement
SCHEDULE I
to the
Securities Lending Agency Agreement,
Between CITIBANK, N.A., As Agent
and JEFFERSON PILOT VARIABLE FUND, INC. ("Lender")
IDENTIFY ACCOUNTS FROM WHICH LOANS SHALL BE MADE (THE "DESIGNATED ACCOUNTS")
BY INITIALING EITHER (A) OR (B) AND COMPLETING THE NECESSARY INFORMATION.
/ / A. ALL CITIBANK, N.A. CUSTODY ACCOUNTS
/X/ B. CUSTODY ACCOUNTS LISTED BELOW:
ACCOUNT NAME ACCOUNT NUMBER
------------ --------------
S&P 500 Index 849292
World Growth 846097 / 846097000
Strategic Growth 847469/608069379
Growth 847866
Intl. Equity 847864/608428107
Small Company 846100
Value 847127/608494894
Capital Growth 847128/847128000
Balanced 847129/847129000
High Yield 847865/608523975
Midcap Value 849497/610103128
Midcap Growth 849498
Small Cap Value 849499
CITIBANK, N.A., AGENT JEFFERSON PILOT VARIABLE FUND, INC., LENDER
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxx
--------------------- -------------------------
Name: Name: Xxxx X. Xxxxxx
Title: Title: Treasurer
Dated as of: ______________
Citibank, N.A.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Re: CASH INVESTMENT PRINCIPAL PRESERVATION TRUST (THE "TRUST")
Dear Mr. Winter:
By this letter ("LETTER OF AUTHORIZATION"), the undersigned entity ("PURCHASER")
authorizes Citibank, N.A. ("CNA"), to make investments in and redemptions from
the Trust on behalf, and for the account and risk of Purchaser, at the sole and
absolute discretion of CNA.
In granting this authority:
1. Purchaser acknowledges receipt and review of the Private Placement
Memorandum attached to this letter as Exhibit 1 and the Schedules
thereto, including the Investor Certification and Subscription
Agreement and Part II of the Form ADV of AIM Advisors, Inc.,
investment adviser of the Trust (the "PPM"). Purchaser understands
that no person has been authorized to give any information or to make
any representation concerning the Trust other than as contained in the
PPM. Purchaser represents and warrants that: (i) it has received all
additional information considered by it to be necessary to verify the
accuracy of or to supplement the information in the PPM; (ii) any such
other information or representation, if given or made, has not and
will not be relied upon as having been authorized by the Trust; and
(iii) Purchaser's decision to grant this authorization to invest is
based solely on the information contained in the PPM.
2. In connection with the investment in the Trust, Purchaser authorizes
CNA to execute and deliver to the Trust an Investor Certification and
Subscription Agreement, which is attached as Schedule 2 to the PPM.
Purchaser understands that the information it has provided to CNA in
its capacity as a customer of CNA will be relied upon by CNA and used
in the completion and execution of the Investor Certification and
Subscription Agreement. Purchaser represents and warrants that that
information is true and correct. Purchaser agrees to abide by all of
the representations, warranties, covenants and agreements contained in
the Investor Certification and Subscription Agreement that CNA will
execute for it. Purchaser agrees to provide CNA with any additional
information that may be necessary to complete the Investor
Certification and Subscription Agreement or to verify any information
previously provided to CNA.
3. Purchaser understands that interests of the Trust are not being
registered under the Securities Act of 1933, as amended ("SECURITIES
ACT") and the Trust is not being registered under the Investment
Company Act of 1940, as amended (" 1940 ACT"). Purchaser represents
and warrants that it is an "accredited investor" as defined in rule
501(a) under the Securities Act, and is a Qualified Purchaser for
purposes of Section 3(c)(7) of the 1940 Act, and a "qualified client"
as defined in Rule 205-3 under the Investment Advisers Act of 1940, as
amended, and is not a "benefit plan investor" as described in 29
C.F.R. Section 2510.3-101(f)(2) issued by the United States Department
of Labor for purposes of the Employee Retirement Income Security Act
(ERISA). Purchaser represents and warrants that it is a "U.S. person"
as defined in the United States Internal Revenue Code, at Title 26 of
the U.S. Code.
4. Purchaser authorizes CNA to make additional investments in and
redemptions from the Trust, from time to time, and agrees that it will
be deemed to have reaffirmed all of the representations, warranties,
covenants, and agreements contained in the Investor Certification and
Subscription Agreement as of the time of each additional investment in
the Trust.
2
5. Purchaser understands that CNA will have the authority on behalf of
Purchaser to, among other things, determine when to invest in and
redeem from the Trust. CNA will have certain potential conflicts of
interest when determining when to invest in and redeem from the Trust
on behalf of Purchaser, and when to instead invest Purchaser's money
in another cash management vehicle or strategy. Among other potential
conflicts, CNA and its affiliates will receive certain fees from the
Trust. In addition, CNA and its affiliates have an incentive to
maintain an adequate level of funds invested in the Trust to maintain
the ongoing viability of the Trust. In general, CNA will seek to
exercise its discretion to invest Purchaser's assets in the Trust, as
opposed to another cash management vehicle or strategy, when CNA
determines in good faith that the Trust is an appropriate investment
choice for Purchaser, and that the Trust, over time, offers at least
as favorable a mix of anticipated investment returns, liquidity,
safety and other relevant characteristics as other reasonable
alternatives.
6. Purchaser understands that it will have no voting rights and have no
rights to participate in the management of the Trust. In particular,
the Purchaser will have no right to remove the Trustee. Amendments to
the Declaration of Trust and the statement of the Trust's investment
policies and limitations that is contained in the PPM may be made, in
most instances, without the approval of the investors.
7. By executing this Letter of Authorization, Purchaser hereby amends the
INVESTMENT GUIDELINES FOR SECURITIES LENDING CASH COLLATERAL attached
as Exhibit B to the
Securities Lending Agency Agreement between
Purchaser and CNA dated March 27, 2003, as amended (the "SLAA") to add
the Trust thereto among the securities permitted for the reinvestment
of the cash collateral proceeds set forth therein. The parties agree
that this Letter of Authorization is a written agreement between the
parties, in accordance with the requirements of Section 14.a. of the
SLAA and is therefore a valid and binding amendment thereto.
8. Purchaser represents and warrants that Purchaser has full power and
authority to enter into this Letter of Authorization and the Investor
Certification and Subscription Agreement. The Letter of Authorization,
when executed and delivered by Purchaser, will constitute a valid and
legally binding obligation of Purchaser, enforceable in accordance
with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, and any
other laws of general application affecting enforcement of creditors'
rights generally, and as limited by laws relating to the availability
of a specific performance, injunctive relief, or other equitable
remedies.
9. Purchaser authorizes CNA to receive on its behalf all notices sent to
Purchaser from the Trust.
10. Purchaser understands that no public market now exists for interests
in the Trust and that it is likely that no public market will ever
exist for it.
11. This Letter of Authorization may be withdrawn at any time, but only by
a writing signed by the Purchaser and delivered to the Trust.
12. Except as set forth herein, this Letter of Authorization shall have no
effect on the SLAA, which shall continue in full force and effect. In
addition to the terms set forth in this Letter of Authorization, the
rights and obligations of Purchaser and CNA shall continue to be
governed by the SLAA. However, in the event of a conflict between the
terms of this Letter of Authorization and the SLAA as to the
Purchaser's investment in the Trust, the terms of this Letter of
Authorization shall govern.
SIGNATURE PAGE FOLLOWS AS PAGE 3
3
Accepted and Agreed,
Jefferson Pilot Variable Fund, Inc.,
Lender
-------------------------------------------
Signature:
/s/ Xxxx X. Xxxxxx
-------------------------------------------
By: Xxxx X. Xxxxxx
Title: Treasurer
-------------------------------------------
Date 1/31/06
-------------------------------------------
[LOGO]
SECURITIES FINANCE
TAX MATRIX
MINIMUM MANUFACTURED DIVIDEND / INTEREST COUPON
REQUIREMENTS FOR EQUITIES / DEBT
CLIENT NAME: JEFFERSON PILOT VARIABLE FUND
DOMICILE: UNITED STATES
ENTITY TYPE: REGULATED INVESTMENT COMPANY
LENDER DOMICILE LETTER TO BE PROVIDED
(LDL) [Y/N]:
DATE LDL AGREED:
1
SUMMARY OF MINIMUM MANUFACTURED DIVIDEND REQUIREMENTS
LENDER NAME: JEFFERSON PILOT VARIABLE FUND
The following Matrix provides the minimum manufactured dividend/interest coupon
requirements for the client (including any tax reclaim). The Matrix is based on
the assumption that all relevant documentation is in place and where applicable
the beneficial owner can benefit from the relevant double tax treaty ('DTT') in
place or domestic exemption. For further information, please contact Xxxxxxxx
Xxxxxx or Xxxxxx Xxxxx in the Citigroup Corporate Tax Department.
COUNTRY DIVIDENDS GOV INT CORP INT
AUSTRALIA (FRANKED) 100% 90% 90%
AUSTRALIA (UNFRANKED) 85% 90% 90%
AUSTRIA 85% 100% 100%
BELGIUM 85% 100% 100%
CANADA 85% 100% 90%
DENMARK 85% 100% 100%
FINLAND 85% 100% 100%
FRANCE 85% 100% 100%
GERMANY 85% 100% 100%
HONG KONG 100% 100% 100%
IRELAND 100% 100% 100%
ITALY 85% 100% 100%
ITALY (SAVINGS SHARES) 87.5% 100% 100%
JAPAN (1) 93% 100% 90%
KOREA 83.5% 86.8% 86.8%
MEXICO 100% 100% 95.1%
NETHERLANDS 85% 100% 100%
NEW ZEALAND (2) 85% 100% 98%
PORTUGAL 85% 100% 100%
SINGAPORE (3) 100% 85% 85%
SPAIN 85% 100% 90%
SWEDEN 85% 100% 100%
SWITZERLAND 85% 100% 100%
UNITED KINGDOM (4) 90% 100% 100%
UNITED STATES 100% 100% 100%
2
NOTES TO THE MATRIX
(i) GENERAL ASSUMPTIONS: The following general assumptions are made in respect
of the lender of the securities.
(1) Lenders are portfolio investors in equities (which as a general rule,
implies a holding of less than 10% of the issued share capital of the
investment company);
(2) The lender of securities is able to benefit from the relevant DTT (if
available);
(3) The lender of securities has all requisite documentation in place to
benefit from both local domestic reductions/exemptions and from all DTT
reductions/exemptions (if applicable).
(4) The lender of securities is able to benefit from any domestic or DTT
sovereign exemptions that are available.
(ii) COUNTRY SPECIFIC ASSUMPTIONS/NOTES
(1) JAPAN
GOVERNMENT INTEREST
We have assumed the client is entered into the Bank of Japan's "Book Entry
System" and is therefore entitled to receive interest gross. Certain
documentary requirements must be satisfied.
(2) NEW ZEALAND
GOVERNMENT INTEREST
Tax free interest payments may be made to non-resident investors provided
the issuer of the security is an 'approved issuer'. For those securities,
the non-resident investor has the option to elect to pay a 2% Approved
Issuer Levy (AIL) on the gross interest paid as an alternative to paying to
non-resident withholding tax. If the security is a security issued by the
New Zealand Government, then the 2% levy will be paid by the New Zealand
Government. The effective withholding tax rate on government interest is
therefore 0%.
CORPORATE INTEREST
The minimum interest coupon required reflects deduction of the 2% AIL (see
above).
(3) SINGAPORE
DIVIDENDS
There is no withholding tax on Singapore dividends. Effective 1 January,
2003, Singapore moved from an imputation system ("franking system") to a
"one-tier" system in which dividends are subject to a final tax at the
corporate level and are exempt from further tax in the hands of resident
and non-resident shareholders. A 5-year transition period is allowed until
31 December, 2007, whereby companies can utilise unused franking credits
and continue to pay dividends with franking credits attached. When the one
tier system is fully adopted, dividends paid to non-residents will not
reflect any taxes paid of any kind.
GOVERNMENT AND CORPORATE INTEREST
Interest on qualifying debt securities is exempt from withholding tax.
Qualifying debt securities are defined as bonds, notes, commercial paper
and certificates of deposit which are substantially arranged by any
financial institution in Singapore and are issued between 28 February, 1998
and 27 February, 2008.
3
(4) UNITED KINGDOM
DIVIDENDS
There is no withholding tax on United Kingdom dividends. A tax credit equal
to 10% of the sum of the dividend plus the tax credit (or 1/9th of net
dividend) applies to all dividends paid. There is no refund of the tax
credit available. The above assumes that the securities lender does not
control directly or indirectly, at least 10% of the voting power in the
company paying the dividends.
JEFFERSON PILOT VARIABLE FUND, INC.,
LENDER
By: /s/ Xxxxxx XxXxxx
---------------------------
Name: Xxxxxx XxXxxx
Title: Assistant Treasurer
DATE: 1/19/06
---------------
IMPORTANT - DISCLAIMER
The Securities Finance Matrix (the Matrix) and the associated notes have
been compiled by the Citigroup Corporate Tax Department. The Matrix and
notes are provided as a guide as to the minimum manufactured
dividend/interest coupon requirements (as the case may be) for a holder
of securities wishing to lend securities to another person (the
counter-party). In every case we stress the need for clients to obtain
specific tax advice. The information contained herein should under no
circumstances be relied upon and readers should not make investment
decisions based on the information provided herein. Whilst every effort has
been made to independently verify each rate in the Matrix and each
statement made in the notes, Citigroup or any of its subsidiaries or
affiliates accept no responsibility of the accuracy or completeness
of the information contained herein. The Matrix and notes were
assembled as at 23 December 2005 and, unless otherwise indicated, are based
on information available at that time.
