EX-99.(G)(2) 11 dex99g2.htm AGREEMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT DATED JUNE 8, 2001 Agreement to Custody and Investment Accounting Agreement dated June 8, 2001

Exhibit (g)(2)

AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT

This Amendment to the Custody and Investment Accounting Agreement is made as of June 8, 2001 by and between STATE STREET BANK AND TRUST COMPANY (“State Street”), and PIMCO VARIABLE INSURANCE TRUST (“PVIT”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract referred to below.

WHEREAS, PVIT and State Street entered into a Custody and Investment Accounting Agreement dated as of January 1, 2000 (the “Contract”); and

WHEREAS, PVIT is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and PVIT has made each such series subject to the Contract (each such series, together with all other series subsequently established by PVIT and made subject to the Contract in accordance with the terms thereof, shall be referred to as a “Portfolio”, and, collectively, the “Portfolios”); and

WHEREAS, PVIT and State Street desire to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 (“Rule 17f-5”) and the adoption of Rule 17f-7 (“Rule 17f-7”) promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, PVIT and State Street desire to amend and restate certain other provisions of the Contract relating to the custody of assets of each of the Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

 

I. Section 3, Paragraph Q of the Contract is hereby deleted.

 

II. New Section 3, Paragraph Q of the Contract is hereby added, as of the effective date of this Amendment, as set forth below.

3.Q. Provisions Relating to Rule 17f-5

3.Q.1. Definitions. Capitalized terms in this Amendment shall have the following meanings:

“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 political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.


“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5 (as such term may be interpreted or modified by appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)).

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7 (as such term may be interpreted or modified by appropriate action of the SEC).

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5 (as such term may be interpreted or modified by appropriate action of the SEC).

3.Q.2. Delegation to State Street as Foreign Custody Manager. PVIT, by resolution adopted by its Board of Trustees (the “Board”), hereby delegates to State Street, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.Q. with respect to Foreign Assets of the Portfolios held outside the United States, and State Street hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.Q.3. Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by PVIT with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.Q.6 hereof.

Upon the receipt by the Foreign Custody Manager of Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by PVIT, on behalf of its Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by PVIT shall be deemed to be an Instruction to open an account, or to place or maintain Foreign Assets, of each Portfolio of PVIT in each country listed on Schedule A in which State Street has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolios to State Street as Foreign Custody

 

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Manager for that country shall be deemed to have been withdrawn and State Street shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to PVIT. Sixty days (or such longer period to which the parties agree in writing) after receipt of any such notice by PVIT, State Street shall have no further responsibility in its capacity as Foreign Custody Manager to PVIT with respect to the country as to which State Street’s acceptance of delegation is withdrawn.

3.Q.4. Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of Section 3.Q., the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after considering all factors relevant to the safekeeping of such assets, including without limitation, the factors specified in Rule 17f-5(c)(1), as amended from time to time.

(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that each arrangement with an Eligible Foreign Custodian is governed by a written contract and that such contract will satisfy the requirements of Rule 17f-5(c)(2), as amended from time to time.

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall have established a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian under Rule 17f-5(c)(2). In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate or no longer meet the requirements of Rule 17f-5, the Foreign Custody Manager shall notify the Board in accordance with Section 3.Q.6 hereunder and State Street shall, upon Instruction, assist the Portfolios in withdrawing their assets from such Eligible Foreign Custodian as soon as reasonably practicable.

3.Q.5. Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.Q, the Board, or at its delegation PVIT’ s investment adviser, shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which State Street is serving as Foreign Custody Manager of the Portfolios.

 

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3.Q.6. Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written quarterly reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.Q after the occurrence of the material change.

3.Q.7. Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it hereunder, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of a Portfolio’s Foreign Assets would exercise.

3.Q.8. Representations with Respect to Rule 17f-5. The Foreign Custody Manager represents to PVIT that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 and is otherwise eligible to serve as a Foreign Custody Manager under Rule 17f-5. PVIT represents to State Street that the Board has determined that it is reasonable for the Board to rely on State Street to perform the responsibilities delegated pursuant to this Contract to State Street as the Foreign Custody Manager of PVIT’ s Portfolios.

3.Q.9. Effective Date and Termination of State Street as Foreign Custody Manager. The Board’s delegation to State Street as Foreign Custody Manager of PVIT’s applicable Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination of State Street as Foreign Custody Manager will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.Q.3 hereof shall govern the delegation to and termination of State Street as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.Q.10. Analysis and Monitoring Under Rule 17f-7. State Street shall (a) provide PVIT (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto, as amended from time to time, in accordance with section (a)(1)(i)(A) of Rule 17f-7, as amended from time to time, and (b) monitor such risks on a continuing basis, and promptly notify PVIT (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7, as amended from time to time.

3.Q.11. Standard of Care Under Rule 17f-7. State Street agrees to exercise reasonable care, prudence and diligence in performing the requirements and duties set forth in Section 3.Q.10.

3.Q.12 Eligible Securities Depositories. State Street has made the determination that each depository institution listed on Schedule B hereto is an “Eligible Securities Depository” as defined in section (b)(1) of Rule 17f-7. State Street shall promptly inform PVIT if it becomes

 

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aware that any of the factors set forth in section (b)(1) of Rule 17f-7 no long apply to a depository institution listed on Schedule B hereto, as such factors may be interpreted or modified by appropriate action of the SEC from time to time, i.e., such depository institution no longer: (i) acts as or operates a system for the central handling of securities or equivalent book-entries in the country where it is incorporated, or acts as a transnational system for the central handling of securities or equivalent book-entries, (ii) is regulated by a foreign financial regulatory authority as defined under Section 2(a)(50) of the Investment Company Act, (iii) holds assets for the custodian that participates in the system on behalf of PVIT under safekeeping conditions no less favorable than the conditions that apply to other participants, (iv) maintains records that identify the assets of each participant and segregates the system’s own assets from the assets of participants, (v) provides periodic reports to its participants with respect to its safekeeping of assets, including notices of transfer to or from any participant’s account, or (vi) is subject to periodic examination by regulatory authorities or independent accountants.

 

III. New Section 3, Paragraph Y of the Contract is hereby added, as of the effective date of this Amendment, as set forth below.

3.Y. Provisions Relating to Custody of Assets Held Outside the United States

3.Y.1. Definitions. Capitalized terms in this Section 3.Y. shall have the following meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian hereunder.

3.Y.2. Holding Securities. State Street shall identify on its books as belonging to each Portfolio the foreign securities held of such Portfolio placed with and maintained by each Foreign Sub-Custodian or Foreign Securities System. State Street may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to State Street for the benefit of its customers, provided however, that (i) the records of State Street with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities as belonging to that Portfolio and (ii), to the extent permitted by law in the market in which the account is maintained, State Street shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

3.Y.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by State Street or a Foreign Sub-Custodian, as applicable, in such country.

 

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3.Y.4. Transactions in Foreign Custody Account.

3.Y.4.1. Delivery of Foreign Assets. State Street or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by State Street or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 

  (i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

 

  (ii) in connection with any repurchase agreement related to foreign securities;

 

  (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

 

  (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

 

  (v) to the issuer thereof, or its agent, far transfer into the name of State Street (or the name of the respective Foreign Sub-Custodian or of any nominee of State Street or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 

  (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence, bad faith or willful misconduct;

 

  (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

 

  (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

 

  (ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

 

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  (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (xi) in connection with the lending of foreign securities; and

 

  (xii) for any other purpose, but only upon receipt of Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

3.Y.4.2. Payment of Portfolio Monies. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, State Street shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

 

  (i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 

  (ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

 

  (iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

 

  (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through State Street or its Foreign Sub-Custodians;

 

  (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (vi) for payment of part or all of the dividends received in respect of securities sold short;

 

  (vii) in connection with the borrowing or lending of foreign securities; and

 

  (viii) for any other purpose, but only upon receipt of Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

 

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3.Y.4.3. Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

State Street shall provide to the Board the information described on Schedule C hereto with respect to custody and settlement practices in countries in which State Street employs a Foreign Sub-Custodian or uses a Foreign Securities System at the time or times set forth on such Schedule. State Street may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

3.Y.5. Registration of Foreign Securities. A Portfolio’s foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of such Portfolio or in the name of State Street or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing (provided, however, that such registration indicates such foreign securities as having been held for the benefit of customers and not, in any event, for the benefit of State Street or a Foreign Sub-Custodian or any nominee thereof), and PVIT on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. State Street or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

3.Y.6. Bank Accounts. State Street shall identify on its books as belonging to a Portfolio cash (including cash denominated in foreign currencies) deposited with State Street. Where State Street is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of State Street, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of such Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by State Street (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of State Street (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

3.Y.7. Collection of Income. State Street shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which any Portfolio shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, PVIT and State Street shall consult as to such measures and as to the compensation and expenses of State Street relating to such measures.

 

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3.Y.8. Shareholder Rights. With respect to the foreign securities held pursuant to this Agreement, State Street will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. PVIT acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of PVIT to exercise shareholder rights.

3.Y.9. Communications Relating to Foreign Securities. State Street shall transmit promptly to PVIT written information with respect to materials received by State Street via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of PVIT’s Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, State Street shall transmit promptly to PVIT written information with respect to materials so received by State Street from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent State Street’s negligence, misfeasance or misconduct, State Street shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) State Street or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) State Street receives Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which State Street is to take action to exercise such right or power.

3.Y.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which State Street employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub- Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, State Street, and PVIT and each Portfolio from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At PVIT’s election, the Portfolios shall be entitled to be subrogated to the rights of State Street with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that PVIT and any applicable Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

3.Y.11. Tax Law. State Street shall have no responsibility or liability for any obligations now or hereafter imposed on PVIT, the Portfolios or State Street as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof unless and to the extent that such liability or obligation arises due to State Street’s negligence, misfeasance or misconduct. It shall be the responsibility of PVIT to notify State Street of the obligations imposed on PVIT with respect to its Portfolios or State Street as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence,

 

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including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of State Street with regard to such tax law shall be to use reasonable efforts to assist PVIT with respect to any claim for exemption or refund under the tax law of countries for which PVIT has provided such information.

3.Y.12. Liability of Custodian. Except as may arise from State Street’s own negligence, misfeasance or willful misconduct or the negligence, misfeasance or willful misconduct of a Foreign Sub-Custodian, State Street shall be without liability to PVIT for any loss, liability, claim or expense to the extent that such loss, liability, claim or expense results directly from or is caused directly by Country Risk. State Street shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, State Street shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

 

IV. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If State Street is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Section 3, Paragraph Q hereof, in the event of any conflict between the provisions of Section 3, Paragraph Q and Section 3, Paragraph Y hereof, the provisions of Section 3, Paragraph Q shall prevail.

 

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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

 

STATE STREET BANK and TRUST COMPANY
By:  

/s/ Stephen Hilliard

Name:  

Stephen Hilliard

Title:   Senior Vice President
PIMCO VARIABLE INSURANCE TRUST
By:  

/s/ John P. Hardaway

Name:  

John P. Hardaway

Title:   Treasurer

 

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SCHEDULE A

STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Argentina    Citibank, N.A.
Australia    Westpac Banking Corporation
Austria    Erste Bank der Osterreichischen Sparkassen AG
Bahrain    HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Bangladesh    Standard Chartered Bank
Belgium    Fortis Bank nv-sa
Bermuda    The Bank of Bermuda Limited
Bolivia    Citibank, N. A.
Botswana    Barclays Bank of Botswana Limited
Brazil    Citibank, N.A.
Bulgaria    ING Bank N.V.
Canada    State Street Trust Company Canada
Chile    Citibank, N.A.
People’s Republic of China    The Hongkong and Shanghai Banking Corporation Limited, Shanghai and Shenzhen branches
Colombia    Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica    Banco BCT S.A.

 

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STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Croatia    Privredna Banka Zagreb d.d
Cyprus    The Cyprus Popular Bank Ltd.
Czech Republic    Ĉeskoslovenská Obchodní Banka, A.S.
Denmark    Den Danske Bank
Ecuador    Citibank, N.A.
Egypt    Egyptian British Bank S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Estonia    Hansabank
Finland    Merita Bank Pic.
France    BNP Paribas, S.A.
Germany    Dresdner Bank AG
Ghana    Barclays Bank of Ghana Limited
Greece    National Bank of Greece S.A.
Hong Kong    Standard Chartered Bank
Hungary    Citibank Rt.
Iceland    Icebank Ltd.
India    Deutsche Bank AG
   The Hongkong and Shanghai Banking Corporation Limited
Indonesia    Standard Chartered Bank
Ireland    Bank of Ireland

 

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STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Israel    Bank Hapoalim B.M.
Italy    BNP Paribas, Italian Branch
Ivory Coast    Societe Generale de Banques en Cote d’lvoire
Jamaica    Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan    The Fuji Bank, Limited
   The Sumitomo Bank, Limited
Jordan    HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Kenya    Barclays Bank of Kenya Limited
Republic of Korea    The Hongkong and Shanghai Banking Corporation Limited
Latvia    A/s Hansabanka
Lebanon    HSBC Bank Middle East
   Shanghai Banking Corporation Limited)
Lithuania    Vilniaus Bankas AB
Malaysia    Standard Chartered Bank Malaysia Berhad
Mauritius    The Hongkong and Shanghai Banking Corporation Limited
Mexico    Citibank Mexico, S.A.
Morocco    Banque Commerciale du Maroc

 

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STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Namibia    Standard Bank Namibia Limited
Netherlands    Fortis Bank (Nederland) N. V.
New Zealand    ANZ Banking Group (New Zealand) Limited
Norway   

Christiania Bank og

Kreditkasse ASA

Oman    HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Pakistan    Deutsche Bank AG
Palestine    HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Panama    BankBoston, N.A.
Peru    Citibank, N.A
Philippines    Standard Chartered Bank
Poland    Citibank (Poland) S.A.
Portugal    Banco Comercial Portugues
Qatar    HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Romania    ING Bank N.V.
Russia    Credit Suisse First Boston AO - Moscow (as delegate of Credit Suisse First Boston - Zurich)
Singapore    The Development Bank of Singapore Limited

 

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STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Slovak Republic    Ĉeskoslovenská Obchodní Banka, A.S.
Slovenia    Bank Austria Creditanstalt d.d. - Ljubljana
South Africa    Standard Bank of South Africa Limited
Spain    Banco Santander Central Hispano S.A.
Sri Lanka    The Hongkong and Shanghai Banking Corporation Limited
Swaziland    Standard Bank Swaziland Limited
Sweden    Skandinaviska Enskilda Banken
Switzerland    UBS AG
Taiwan - R.O.C.    Central Trust of China
Thailand    Standard Chartered Bank
Trinidad & Tobago    Republic Bank Limited
Tunisia    Banque Internationale Arabe de Tunisie
Turkey    Citibank, N.A.
Ukraine    ING Bank Ukraine
United Kingdom    State Street Bank and Trust Company, London Branch
Uruguay    BankBoston, N.A.
Venezuela    Citibank, N.A.
Vietnam    The Hongkong and Shanghai Banking Corporation Limited
Zambia    Barclays Bank of Zambia Limited

 

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STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

Country

  

Subcustodian

Zimbabwe    Barclays Bank of Zimbabwe Limited

 

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SCHEDULE B

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

 

Country

  

Depositories

Argentina    Caja de Valores S.A.
Australia    Austraclear Limited
   Reserve Bank Information and Transfer System
Austria    Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
Belgium    Caisse Interprofessionnelle de Dépôts et de Virements de Titres, S.A.
   Banque Nationale de Belgique
Brazil    Companhia Brasileira de Liquidação e Custódia
Bulgaria    Central Depository AD
   Bulgarian National Bank
Canada    Canadian Depository for Securities Limited
Chile    Depósito Central de Valores S.A.
People’s Republic of China    Shanghai Securities Central Clearing & Registration Corporation
   Shenzhen Securities Central Clearing Co., Ltd.
Colombia    Depósito Centralizado de Valores
Costa Rica    Central de Valores S.A.
Croatia    Ministry of Finance
   National Bank of Croatia
   Središnja Depozitarna Agencija d.d,

 

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Country

  

Depositories

Czech Republic    Stredisko cennŷch papiru
   Czech National Bank
Denmark    Vaerdipapircentralen (Danish Securities Center)
Egypt    Misr for Clearing, Settlement, and Depository
Estonia    Eesti Väärtpaberite Keskdepositoorium
Finland    Finnish Central Securities Depository
France    Société Interprofessionnelle pour la Compensation
Germany    Clearstream Banking AG, Frankfurt
Greece    Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
   Central Securities Depository (Apothetirion Titlon AE)
Hong Kong    Central Clearing and Settlement System
   Central Moneymarkets Unit
Hungary    Központi Elszámolóhaz és Értéktár (Budapest) Rt. (KELER)
India    National Securities Depository Limited
   Central Depository Services India Limited
   Reserve Bank of India
Indonesia    Bank Indonesia
   PT Kustodian Sentral Efek Indonesia
Ireland   

Central Bank of Ireland

Securities Settlement Office

 

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Country

  

Depositories

Israel    Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
Italy    Monte Titoli S.p.A.
   Banca d’Italia
Ivory Coast    Depositaire Central - Banque de Règlement
Jamaica    Jamaica Central Securities Depository
Japan    Japan Securities Depository Center (JASDEC) Bank of Japan Net System
Kenya    Central Bank of Kenya
Republic of Korea    Securities Depository
Latvia    Latvian Central Depository
Lebanon    Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L.
   Banque du Liban
Lithuania    Central Securities Depository of Lithuania
Malaysia    Malaysian Central Depository Sdn. Bhd.
   Bank Negara Malaysia, Scripless Securities Trading and Safekeeping
Mauritius    Central Depository and Settlement Co. Ltd.
   Bank of Mauritius
Mexico    S.D. INDEVAL (Instituto para el Depósito de Valores)
Morocco    Maroclear
Netherlands    Nederlands Centraal Instituut voor Giraal EffectenverkeerB.V. (NECIGEF)

 

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Country

  

Depositories

New Zealand    New Zealand Central Securities Depository Limited
Norway    Verdipapirsentralen (Norwegian Central Securities Depository)
Oman    Muscat Depository & Securities Registration Company, SAOC
Pakistan    Central Depository Company of Pakistan Limited
   State Bank of Pakistan
Palestine    Clearing Depository and Settlement, a department of the Palestine Stock Exchange
Peru    Caja de Valores y Liquidaciones, Institution de Compensation y Liquidation de Valores S.A
Philippines    Philippine Central Depository, Inc.
   Registry of Scripless Securities (ROSS) of the Bureau of Treasury
Poland    National Depository of Securities (Krajowy Depozyt Papierów Wartosciowych SA)
   Central Treasury Bills Registrar
Portugal    Central de Valores Mobiliarios
Qatar    Central Clearing and Registration (CCR), a department of the Doha Securities Market
Romania    National Securities Clearing, Settlement and Depository Company
   Bucharest Stock Exchange Registry Division
   National Bank of Romania
Singapore    Central Depository (Pte) Limited
   Monetary Authority of Singapore

 

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Country

  

Depositories

Slovak Republic    Stredisko cennych papierov
   National Bank of Slovakia
Slovenia    Klirinsko Depotna Druzba d.d.
South Africa    Central Depository Limited
   Share Transactions Totally Electronic (STRATE) Ltd.
Spain    Servicio de Compensación y Liquidación de Valores, S.A.
   Banco de España, Central de Anotaciones en Cuenta
Sri Lanka    Central Depository System (Pvt) Limited
Sweden    Vardepapperscentralen VPC AB (Swedish Central Securities Depository)
Switzerland    SegaIntersettle AG (SIS)
Taiwan - R.O.C.    Taiwan Securities Central Depository Co., Ltd.
Thailand    Thailand Securities Depository Company Limited
Tunisia    Société Tunisienne Interprofessionelle pour - la Compensation et de Dépôts des Valeurs Mobilières
Turkey    Takas ve Saklama Bankasi A.Ş. (TAKASBANK)
   Central Bank of Turkey
Ukraine    National Bank of Ukraine
United Kingdom    Central Gilts Office and Central Moneymarkets Office
Venezuela    Banco Central de Venezuela
Zambia    LuSE Central Shares Depository Limited

 

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Country

  

Depositories

   Bank of Zambia
TRANSNATIONAL   
Euroclear   
Clearstream Banking AG   

 

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SCHEDULE C

MARKET INFORMATION

 

Publication/Type of Information

(Frequency)

  

Brief Description

The Guide to Custody in World Markets

(annually)

   An overview of safekeeping and settlement practices and procedures in each market in which State Street Bank and Trust Company offers custodial services.

Global Custody Network Review

(annually)

   Information relating to the operating history and structure of depositories and subcustodians located in the markets in which State Street Bank and Trust Company offers custodial services, including transnational depositories.

Global Legal Survey

(annually)

   With respect to each market in which State Street Bank and Trust Company offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) the Fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund’s ability to recover in the event of a loss by a Foreign Sub-custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements

(annually)

   Copies of the subcustodian contracts State Street Bank and Trust Company has entered into with each subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients.
Network Bulletins (weekly):    Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services.
Foreign Custody Advisories (as necessary):    With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street’s ability to deliver expected levels of service.

 

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