SECURITIES LENDING AUTHORIZATION AGREEMENT
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3-14-03
SECURITIES LENDING
AUTHORIZATION AGREEMENT
This Agreement is between the CITY OF CLEARWATER EMPLOYEES'
PENSION FUND (herein referred to as "Lender") and THE NORTHERN TRUST
COMPANY (herein referred to as "Agent") and governs the lending of U.S. and non-U.S.
securities ("Securities") by Agent as agent for Lender from one or more of Lender's
accounts in the custody of Agent (collectively the "Account"). This Agreement includes as
attachments Schedule A, the List of Borrowers attached thereto, Schedule B, the Collateral
Schedules attached thereto, ScheduleC and Annex 1 (De Minimis Rules), all of which,
together with any substitutions therefor, are incorporated herein. Certain capitalized terms
used herein are defined in section 12 below.
1. Authorization. Lender hereby appoints Agent to lend Securities of the Account in
accordance with the terms of this Agreement and authorizes Agent to lend its
Securities to one or more Borrowers selected by Agent who are listed or described
on the List of Borrowers attached to Schedule A of this Agreement.
2. Agent's Responsibility as to Loans. Before entering into any Loan with a
Borrower, Agent shall be responsible for the following:
2.1 Agent shall enter into a Borrowing Agreement with the Borrower, the terms
of which may vary depending upon the country of domicile of the Borrower, the
jurisdictions in which the Borrower does business, any separate negotiation between
Agent and Borrower and other factors, but shall comply in all material respects with
the requirements of this Agreement concerning the Borrowing Agreement. Copies
of sample forms of Borrowing Agreements currently offered to borrowers are
available upon request.
2.2 Upon receipt of notice from a Borrower of its desire to borrow Securities
upon stated terms, Agent shall determine the account or accounts from which to
loan Securities by using Agent's impartial seqllential systems that match Loan
requests with the accounts of Agent's various Participating Lenders holding eligible
Securities.
2.3 Agent shall obtain from the potential Borrower the most recent audited
statement of its financial condition and the most recent unaudited statement of its
financial condition, if more recent than the audited statement, and shall make a
reasoned determination that the potential Borrower is creditworthy.
2.4 Agent shall require the Borrower to furnish, with respect to each Loan, or
agree in the Borrowing Agreement that each Loan shall constitute, a representation
that there has been no material adverse change in its financial condition since the
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date of the most recent financial statement furnished pursuant to the preceding
paragraph.
3. Collateral. In the lending of Borrowed Securities, protection is afforded by the
Collateral received from a Borrower pursuant to the terms of the Borrowing
Agreement. All Collateral so received, and all investments of cash Collateral, shall
be held either in the physical custody of Agent or for the account of Agent by an
agent or subcustodian of Agent or a central bank, depository or clearing corporation
acting as a depository.
3.1 Lender shall select a Collateral Section from among those described in the
Collateral Schedules attached to Schedule B of this Agreement by completing and
signing the enclosed Collateral Section Option Form (Schedule B) and returning it
to Agent. By selecting a particular Collateral Section, Lender shall have authorized
Agent, in Agent's discretion, (1) to accept as Collateral any of the types of collateral
described in the Collateral Schedule for the Collateral Section, (2) to accept in
exchange for Borrowed Securities Collateral having a Market Value not less than
the minimum value specified in the Collateral Schedule for that Collateral Section,
(3) to invest any cash Collateral for such Loans in any of the types of eligible
investments described in the Collateral Schedule for that Collateral Section and (4)
otherwise to act with respect to Collateral in compliance with the applicable
Collateral Schedule then in effect. In the absence of any effective election of a
Collateral Section, Lender shall be deemed to have elected the Core U.S.A.
Collateral Section (as defined by its Collateral Schedule) and shall be bound by the
terms of such Collateral Schedule.
3.2 Within each Collateral Section, cash Collateral shall be invested, either
separately in the case of Term Loans (as hereinafter defined) or otherwise in one or
more pooled investment funds, in accordance with the investment restrictions
described in the Collateral Schedule for that Collateral Section. Pooled cash
Collateral shall earn an average rate of return, determined daily, based on the
earnings of each fund and cash Collateral invested in connection with Term Loans
may earn either a fixed or variable return during the term of the Loan.
3.3 For purposes of investments of cash Collateral, the designation by Lender of
a cash Collateral investment option for the Account pursuant to this Agreement
shall prevail over any contrary provisions of any other instrument between the
parties concerning investment of cash of the Account.
3.4 Agent reserves the right to add additional Collateral Sections (with
corresponding Collateral Schedules), to divide or discontinue existing Collateral
Sections, to limit participation in any Collateral Section or to change any of the
essential characteristics of any Collateral Section; provided, however, that Lender
shall be given at least 30 days' advance written notice of any material change in the
Collateral Sections. Agent may also at its discretion provide unique collateral
options to particular Participating Lenders, who will participate in the loan
allocation system described in paragraph 2.2, but may not participate in any
Collateral Section.
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3.5 The risk of any loss of Collateral or investment of cash Collateral (including
a loss of income or principal, or loss of market value thereof) shall be allocated as
follows:
(i) any loss resulting from the insufficiency of income from the investment
of cash Collateral to pay Rebate Fees or other expenses properly paid from such
income shall be allocated to Agent in the same percentage as Agent's fee under
Schedule C, with the balance of such losses allocated to Lender;
(ii) any loss arising from a Collateral Deficiency (as defined in section 12.4
below) shall be allocated pro rata among all the Participating Lenders within a
Collateral Section as of the date the Collateral Deficiency occurs, based on each
Participating Lender's portion of the total Market Value of Borrowed Securities
attributable to the Collateral Section on that date;
(iii) any loss resulting from an insufficiency of Collateral or its proceeds to
pay for the cost of purchasing Equivalent Securities or otherwise to make the
Lender whole in the event of a default by a Borrower (other than an insufficiency
due to a Collateral Deficiency) that is not recoverable from the Borrower or
within the scope of Agent's obligations under section 16 shall be borne solely by
the Lender; and
(iv) notwithstanding the foregoing, Agent shall be liable for losses resulting
from its negligence or intentional misconduct in performing the duties allocated to
it under this Agreement with respect to Collateral.
3.5.1 Lender shall pay to Agent, upon Agent's written demand therefor,
such amounts as are determined by Agent to be necessary from time to time to
satisfy the Lender's obligations under this Agreement or any Collateral Schedule
with respect to Collateral Deficiencies and insufficiencies of cash Collateral
income. In case the Agent reasonably advances its own funds to satisfy a claim of a
Borrower against the Lender or to provide liquidity to the Lender, the Agent shall
have the right to be repaid such amounts by Lender, plus interest at the Treasury
Rate, and may reimburse itself for such amounts from Lender's Account after
notifying Lender of the amount of such advances and such interest. Any such
reimbursement from Lender's Account shall be made first from uninvested cash to
the extent thereof, then from short-term, money market assets to the extent thereof,
then from bonds or other indebtedness to the extent thereof, and then from equities.
Any reimbursement shall be with prior notice and shall follow the procedures set
forth in the previous sentence.
3.6 In the event Lender has selected the Core Collateral Section or the Global
Core Collateral Section (each a "primary Collateral Section") on Schedule B, the
Collateral Schedule Option Form, because a significant portion of the cash
collateral funds of those Collateral Sections will be invested in the cash collateral
funds of other Collateral Sections offered by Agent (each a "secondary Collateral
Section"), Lender will be liable for any Collateral Deficiencies occurring in a
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secondary Collateral Section (for which Agent is not liable), in addition to any
liability Lender may have for Collateral Deficiencies in the primary Collateral
Section, based on (1) the extent to which the primary Collateral Section participates
in the secondary Collateral Section at the time such Collateral Deficiency occurs
and (2) the extent to which Lender participates in the primary Collateral Section at
that time.
4. Collateral Margin.
4.1 The Borrowing Agreement shall provide that at the time a Loan is made
there shall be a transfer of Borrowed Securities against a transfer (occurring prior
thereto or, in the case of Securities transferred through a depository, central bank or
clearing organization, before the close of the same business day in accordance with
the rules, customs and practices of that depository, bank or organization) of
Collateral having a Market Value equal to such percentage (not less than 100%) of
the Market Value of the Borrowed Securities as Agent and the Borrower shall agree
in accordance with the applicable Collateral Schedule.
4.2 Each business day the Agent and the Borrower shall determine the Market
Value of the Collateral and the Borrowed Securities. If on any business day the
Market Value of all the Collateral shall be less than the Required Value (as
hereinafter defined), Agent shall demand from the Borrower, subject to a de
minimis rule of change in value appropriate to the type of Borrowed Securities,
additional Collateral so that the Market Value of the additional Collateral, when
added to the Market Value of the Collateral previously delivered to Agent, shall
equal the Required Value.
4.3 If on any business day the Market Value of all the Collateral shall be greater
than the Required Value, Agent shall, upon request from the Borrower, subject to a
de minimis rule of change in value appropriate to the type of Borrowed Securities,
redeliver to Borrower such amount of Collateral selected by Borrower so that the
Market Value of all Collateral equals the Required Value.
4.4 The De Minimis Rules currently employed by Agent as described in this
section 4 are stated in Annex 1 attached hereto.
5. Termination of Loans; Remedies upon Default.
5.1 Agent shall retain the right pursuant to the terms of the Borrowing
Agreement to terminate a Loan at any time, whereupon the Borrower shall deliver
Equivalent Securities to Agent within (a) the customary delivery period for such
Securities, (b) five business days or (c) the time negotiated for such delivery by
Agent and the Borrower, whichever period is least, and Agent shall concurrently
therewith deliver collateral identical to the Collateral to the Borrower. In addition,
a Borrower may terminate a Loan at any time upon notice to Agent and by delivery
to Agent of Equivalent Securities. Lender or its agent shall have the right to direct
Agent to terminate a Loan of Lender's Securities at any time in whole or in part.
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5.2 If upon termination of a Loan a Borrower shall fail to deliver Equivalent
Securities, Agent shall exercise the remedies available to it under the relevant
Borrowing Agreement and applicable law, customs and practices for the benefit of
the Participating Lender or Lenders thereby affected. Agent shall have the right to,
and in the event of a Filing with respect to a Borrower shall, purchase Equivalent
Securities, apply the Collateral to the payment of the purchase price of the
Securities purchased, any other obligations of the Borrower under the Borrowing
Agreement and all reasonable related expenses, and either pay to the Borrower any
amounts then remaining, or demand from the Borrower any amounts then due and
owing, all in accordance with the requirements of applicable law and the provisions
of the relevant Borrowing Agreement, together with interest on such amounts and at
such rates as are permitted by the Borrowing Agreement and applicable law. All
recoveries for the benefit of Lender under this paragraph shall be credited to
Lender's account when received. Lender hereby authorizes Agent, as Lender's
agent and Nominee, to exercise on behalf of Lender all remedies (including rights
of set-off) otherwise available to Lender under all applicable U.S. and non-U.S.
laws in order to secure the return of Equivalent Securities (or their value) to Lender.
6. Distributions; Voting, etc.
6.1 Lender acknowledges that as a result of a loan title to the Borrowed
Securities is transferred to the borrower, and therefore incidents of ownership
depending on title, such as the right to vote, and the right to transfer the Borrowed
Securities to third parties, pass to the borrower; subject, however, to the borrower's
obligations to the Lender as set forth in paragraph 6.2 below.
6.2 The Borrower shall, in accordance with the terms of the Borrowing
Agreement, be required to pay to Agent the equivalent (herein called "Substitute
Payments") of all distributions made by the issuer of the Borrowed Securities
during the term of a Loan to which the Lender would have been entitled had the
Securities not been loaned, including, but not limited to, cash dividends, interest
payments, shares of stock as a result of stock splits and stock dividends and the
rights to purchase additional Securities. Agent shall credit to Lender's Account the
net amount of all Substitute Payments of cash on the payable dates thereof, subject
to section 9.3 of this Agreement. All other Substitute Payments shall be credited to
the Lender's Account when received from the Borrower, except that stock splits
shall be deemed part of the Borrowed Securities. All Substitute Payments shall be
subject to any requirements of applicable taxing authorities concerning withholding
of tax on such payments. Agent shall pay to a Borrower the distributions Agent
receives on Securities delivered by the Borrower as Collateral.
7. Revenues.
7.1 Lender's Net Revenue during any period shall consist of (a) in the case of
cash Collateral, the aggregate income derived from the investments of cash
Collateral during the period, net of (i) any applicable payment or withholding of
tax, (ii) aggregate Rebate Fees paid or accrued to the Borrowers pursuant to the
Borrowing Agreements and (iii) certain expenses, adjustments and charges as
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disclosed in the applicable Collateral Schedules, and (b) in all other cases, the
aggregate loan Premiums or Loan Fees paid by the Borrowers pursuant to the
Borrowing Agreements; reduced by any applicable payment or withholding oftax.
7.2 Lender's Net Revenue shall be credited by Agent monthly to the Account,
provided that Agent may simultaneously deduct from the Account, as compensation
for Agent's services under the securities lending program, a fee equal to such
amounts as shall be agreed upon in writing from time to time by the parties and set
forth in Schedule C attached hereto.
8. Reports. Within two weeks after the end of each month, Agent shall furnish to
Lender a statement of account for the month prepared by the internal financial
audit, verification and control group listing the Borrowed Securities, the Borrowers
to whom they have been lent, the Net Revenue received therefrom and the fees of
the Agent. Each determination of Lender's monthly Net Revenue by Agent's
securities lending division shall be made subject to strict internal financial
verification and control.
9. Concerning the Agent.
9.1 Agent shall administer the securities lending program in conformity with the
applicable laws governing each Loan and all rules, regulations and exemptions from
time to time promulgated and issued under the authority of those laws. Nothing in
this Agreement shall be construed to require Agent to take any action which in
Agent's reasonable belief could cause Agent or Lender to violate any applicable
law. In the event of a change in the securities lending program required in order to
comply with a change in applicable laws, rules, regulations or exemptions, Agent
shall notify Lender in writing thereof and such change shall be deemed to be a part
of this Agreement.
9.2 Agent shall not be responsible for delays or failures in performance caused
by circumstances reasonably beyond Agent's control, including but not limited to
fires, storms, earthquakes and other similar occurrences, power outages, work
stoppages, closure or malfunctioning of central banks, securities exchanges, or
depositories, defaults by subcustodians chosen by Agent in the exercise of
reasonable care, political disturbances, acts of terrorism and breakdowns m
governmental functions of all types.
9.3 Agent may at its discretion, but shall not be required to, make loans or
advances to any Collateral Section or to Lender in order to provide temporary
liquidity to the Section or Lender as a result of a Collateral Deficiency or otherwise.
Agent shall notify Lender contemporaneously with or as promptly as possible after
any such advance as to the amount of the advance, the reason why the advance was
necessary or appropriate under the circumstances, and the amount of interest (if
any) charged. All such advances shall bear interest at the Treasury Rate until paid.
Any advances made to a Collateral Section shall be charged among the relevant
Participating Lenders in the same manner as the Collateral Deficiency. Repayment
of any such advances from Lender's Account shall be made first from uninvested
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cash to the extent thereof, then from short-term, money market assets to the extent
thereof, then from bonds or other indebtedness to the extent thereof, and then from
equities. Before reimbursing itself as provided in the previous sentence, Agent
shall notify Lender that it is exercising its right of reimbursement as set forth herein.
Agent may also advance funds to Lender without interest for the payment of Rebate
Fees or other amounts due to a Borrower, or for the payment of Substitute
Payments, Net Revenues or any other amounts due from the Borrower to Lender
hereunder. Any advance to Lender of amounts due from a Borrower shall be
conditional upon receipt by Agent of final payment from the Borrower and may be
reversed to the extent final payment is not received. Any interest received by Agent
under this paragraph shall be in addition to Agent's other compensation under this
Agreement.
9.4 In performing its duties hereunder, Agent shall be held to the standard of
care exercised by banks generally in performing similar duties and shall be
responsible only for its negligence or intentional misconduct. In no event shall
Agent be liable for special, indirect or consequential damages of any kind, even
though Agent may have been previously informed of the possibility that such
damages may occur.
10. Representations and Warranties. The parties hereby make the following
representations and warranties to each other, each of which shall continue
throughout the term of this Agreement and of each Loan hereunder.
10.1 Agent hereby represents and warrants as follows:
10.1.1 It has all necessary corporate and governmental authority to execute
and deliver this Agreement, to engage in the transactions contemplated hereby and
to perform its respective obligations hereunder.
10.1.2 It has, or at the time of any relevant Loan shall have, obtained all
necessary approvals of applicable governmental and self-regulatory organizations
(including approval by Inland Revenue as an agent for the purposes of stock lending
regulations and an approved UK collecting agent), and satisfied all conditions and
qualifications imposed by applicable taxing authorities, necessary in order to
comply with all statutes, laws, rules and regulations applicable to that Loan.
10.2 Lender hereby represents and warrants as follows:
10.2.1 It has taken all corporate action and obtained all necessary
governmental, administrative, and other consents or approvals necessary to execute
and deliver this Agreement, to engage in the transactions contemplated hereby and
to perform its obligations hereunder.
10.2.2 It is not restricted under the terms of its constitution, by statute, rule
or regulation or in any other manner from lending Securities to Borrowers in
accordance with this Agreement or from otherwise performing its obligations
hereunder.
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10.2.3 It is absolutely entitled to pass full ownership of all Securities
provided hereunder to Borrowers free from all liens, charges and encumbrances, but
only within the context of a securities lending transaction.
II. Disclosure and Confidentiality. Lender authorizes Agent to disclose, to any
Borrower who at any time so requests, (I) Lender's name; (2) the fact that Lender
has authorized Agent to lend its Securities to the Borrower; (3) the fact that specific
Securities loaned to the Borrower are owned by Lender; and (4) any publicly
available financial information concerning Lender in Agent's possession. Before
disclosing any information described in this paragraph to a Borrower who has
requested it, Agent shall obtain from the Borrower, as a condition for such
disclosure, a written agreement (which may be the Borrowing Agreement) requiring
the Borrower to hold such information in confidence.
12. Definitions. For the purposes of this Agreement, the following definitions shall
apply.
12.1 "Borrowed Securities," with respect to any Borrower, shall mean (a)
Securities of the Account that have been loaned to the Borrower and (b) for
purposes of Sections 4.2 and 4.3 shall include Securities of all other relevant
Participating Lenders loaned to the Borrower; plus in either case (1) all cash,
securities and other property received in the event of a call, redemption, exchange,
maturity or similar action or event with respect to the Borrowed Securities, and (2)
all cash, securities or other property received or issued in exchange or replacement
for the Borrowed Securities in the event of a merger, consolidation, recapitalization,
reorganization, liquidation or takeover of the issuer of the Borrowed Securities.
12.2 "Borrowing Agreement" shall mean the master borrowing agreement, as
amended, entered into between Agent and a Borrower establishing the general
terms and conditions governing all Loans to that Borrower.
12.3 "Collateral" shall mean (a), with respect to a particular Loan, all collateral
delivered to the Agent by a Borrower with respect to the relevant Borrowed
Securities; (b), with respect to Sections 4.2 and 4.3, all Collateral delivered to the
Agent by a Borrower with respect to all Loans of all Participating Lenders to that
Borrower; and (c) with respect to a Collateral Section, all types of collateral
permitted for the Section under the applicable Collateral Schedule then in effect.
12.4 "Collateral Deficiency" shall mean, with respect to any Collateral Section,
(a) any loss of principal value of a specific investment of cash Collateral, (b) any
decline in the net asset value of a cash Collateral fund, (c) any shortfall arising from
the necessary liquidation of an investment of Collateral for a Term Loan; or (d) any
amount not recoverable with respect to irrevocable letters of credit and US
government bonds received from a Borrower as Collateral due to simultaneously
existing defaults by the issuer thereof and the Borrower furnishing such Collateral.
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12.5 "Collateral Schedule" shall mean a written instrument delivered by Agent to
Lender, as the same may be amended from time to time, describing (1) the types of
securities or other property acceptable as Collateral, or as investments of cash
Collateral, within a particular Collateral Section, (2) the characteristics of any
fund(s) available for the investment of cash Collateral within the Collateral Section,
(3) the required minimum initial Market Value of such Collateral and (4) any other
relevant information concerning the Collateral Section.
12.6 "Collateral Section" shall mean at any relevant time Collateral held by the
Agent for a group of Participating Lenders who have each elected, as to their
respective accounts, to accept similar types of Collateral for Loans, to have cash
Collateral for those Loans invested in similar types of investments, and to share
revenues from pooled cash Collateral, all subject to and in accordance with the
applicable Collateral Schedule and the terms of this Agreement.
12.7 "Equivalent Securities" shall mean Securities that are identical (as to issuer,
class, quantity and description) to the relevant Borrowed Securities, and such term
shall include the certificates and other documents of or evidencing title and transfer
in respect of the foregoing (as appropriate).
12.8 "Filing" shall mean a filing by a Borrower (or by a creditor of, or some
other person acting with respect to, the Borrower) of a petition in bankruptcy or a
petition seeking reorganization, winding-up, liquidation, dissolution or similar
relief, including appointment of a trustee, receiver or liquidator of a substantial part
of the property of the Borrower under a bankruptcy, insolvency or similar statute,
code, law, rule or regulation of any jurisdiction.
12.9 "Loan" shall mean a loan of Securities to a Borrower from the Account of
Lender or from the account of another Participating Lender.
12.10 "Market Value" of Borrowed Securities and Collateral shall be determined
as provided in the relevant Borrowing Agreement, and shall include accrued interest
if appropriate to particular Securities.
12.11 "Participating Lender" shall mean at any time any person who has appointed
Agent as agent for the purpose of lending Securities and for whom Agent is then
acting in that capacity.
12.12 "Premium or Loan Fee" shall mean an agreed fee required to be paid by a
Borrower to Agent for the benefit of Lender in respect of each Loan of Lender's
Securities as to which the Borrower has furnished non-cash Collateral.
12.13 "Rebate Fee" shall mean an agreed amount required to be paid by Agent for
the account of Lender to a Borrower in respect of each Loan of Lender's Securities
as to which the Borrower has furnished cash as Collateral.
12.14 "Required Value" shall mean the Market Value of all the Borrowed
Securities outstanding to a Borrower plus any additional margin as agreed upon
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between Agent and the Borrower III conformity with the relevant Collateral
Schedule.
12.15 "Substitute Payment" shall have the meaning given in paragraph 6.2 hereof.
12.16 "Term Loan" shall mean a Loan collateralized by cash, in which the agreed
date of maturity or renegotiation of the Loan is greater than one business day. Cash
Collateral for a Term Loan is invested separately from other cash Collateral and
other Term Loans.
12.17 "Treasury Rate" shall mean the rate per annum on 90-day U.S. Treasury
bills as quoted in the Midwest Edition of The Wall Street Journal from time to time
during the relevant period (or if not there quoted, as quoted in any publication
reasonably selected by Agent).
13. Tax Considerations.
13.1 Each Borrower shall represent, as a condition for any Loan, that it has
obtained all necessary approvals of applicable governmental and self-regulatory
organizations (including approval by Inland Revenue as an approved Borrower or
UK intermediary), and has satisfied all conditions and qualifications imposed by
applicable taxing authorities, necessary in order to comply with all statutes, laws,
rules and regulations applicable to that Loan, which representation shall continue
throughout the term of each Loan.
13.2 Lender shall provide Agent with complete, accurate and current information
necessary to permit Agent to comply with applicable tax statutes, rules and
regulations relating to the lending of Securities. In addition, Lender shall properly
execute and deliver to Agent any and all forms, undertakings, and other documents
reasonably requested by Agent in order to comply with such statutes, rules and
regulations.
13.3 Notwithstanding the first sentence of paragraph 9.1 hereof, Agent shall
attempt in good faith to comply with all applicable tax laws, treaties, rules and
regulations governing Lender's participation in Agent's securities lending program
based on Agent's best interpretation ofthose laws, treaties, rules and regulations and
the information furnished by Lender; provided, however, that notwithstanding the
foregoing Lender shall indemnify Agent for taxes payable by Agent that otherwise
should have been paid from amounts received by Lender, plus interest on such taxes
at the Treasury Rate until paid, plus any penalties other than penalties resulting
from Agent's negligence or intentional misconduct.
13.4 Lender acknowledges that it is responsible for satisfying itself as to the tax
consequences to it relating to the lending of its securities by Agent pursuant to this
Agreement. Agent does not offer any advice as to the foregoing.
14. Miscellaneous.
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14.1 This Agreement may be amended by instrument in writing signed by the
parties and may be terminated by either party at any time by written notice to the
other party, subject to the performance by both parties of any of their respective
obligations that remain outstanding at the time of termination. Upon termination of
this Agreement by either party, Agent shall terminate all outstanding Loans of
Lender's Securities and shall make no further Loans thereof.
14.2 This Agreement supersedes any preexisting securities lending agreement,
and prevails over any contrary provisions of any other agreement, between the
parties. This Agreement represents the entire agreement of the parties concerning
its subject matter and supersedes any and all prior written or oral communications
with regard thereto. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity and enforceability of any other provision
hereof.
14.3 Neither party may assign its obligations hereunder without the prior written
consent of the other party. This Agreement is solely for the benefit of the parties
hereto and their successors and permitted assigns. Nothing in this Agreement shall
be construed to give any rights whatever against either party to any person who is
not a party hereto, nor shall any such person be considered a "third party
beneficiary" of this Agreement.
14.4 Section headings are for convemence only and may not be used for
interpretation.
14.5 Lender acknowledges that PROVISIONS OF THE SECURITIES INVESTOR
PROTECTION ACT OF 1970 MAY NOT PROTECT THE LENDER WITH RESPECT TO LOANS
OF BORROWED SECURITIES AND THEREFORE THE COLLATERAL DELIVERED BY
BORROWER TO AGENT MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF
BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE
BORROWED SECURITIES.
14.6 Agent uses the services of EquiLend, a joint venture in which Agent has an
indirect ownership interest. EquiLend is an electronic platform over which
subscribing borrowers and lenders can share information and negotiate loans of
securities. Agent may also purchase or license related data or analytic tools from
EquiLend. Use of the EquiLend platform is intended to increase the efficiency by
which information is exchanged between Borrowers and Agent but will not change
the way in which the securities lending program is administered. No Participating
Lender will be required to pay any additional fees relating to transactions between
Agent and EquiLend.
15. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, except to the extent pre-empted by
the laws of the United States of America, which shall govern to that extent. Venue
for any legal action arising under this agreement shall be in Pinellas County,
Florida.
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16. Indemnification.
16.1 Agent shall indemnify, defend and hold Lender harmless from and against
any losses, damages, costs and expenses (other than special, incidental, indirect or
consequential losses, damages, costs or expenses) Lender may incur if Agent is
unable to recover Borrowed Securities and distributions made during the term of the
Loan or Loans with respect to those Securities as a result of:
(i) Agent's failure to make a reasoned determination of the creditworthiness
of a Borrower through adequate analysis of all material, public information
available to Agent's Credit Policy Committee before lending a security as provided
in section 2 of this Agreement and during the term of the Loan or Loans a Filing
occurs;
(ii) Agent's failure to demand adequate and appropriate Collateral on a
prompt and timely basis as provided in section 4 hereof, perfect a security interest
or obtain rights equivalent thereto in the Collateral, maintain control of the
Collateral as provided in this Agreement or make a reasoned determination of the
quality and suitability of Collateral investments through adequate analysis of all
material, public information available to Agent's Trust Credit Committee; or
(iii) Agent's failure otherwise to perform its duties and responsibilities under
this Agreement in accordance with the terms hereof or applicable law.
16.2 In the event that a Collateral Deficiency exists at the same time as a
Borrower Filing, Agent shall have the right to set off the unpaid amount of any
obligation of the Lender to the Agent arising under the terms of this Agreement
from the Collateral Deficiency against any obligation Agent may have to Lender
under this section 16. Agent shall be subrogated to, and Lender shall be deemed to
have transferred to the Agent, all of Lender's corresponding rights against a
Borrower (and against any guarantor ofthe Borrower) and in the Collateral and its
proceeds to the extent of any payment, transfer or credit made pursuant to this
section 16.
Examined
As To Form
If E/J
THE NORTHERN TRUST COMPANY
N~I1~' ~ ~
'i t II f ct.\ llbck
By: .~
Michael ~rdas
Senior Vice President
CITY OF CLEARWATER EMPLOYEES'
PENSION FUND
By:
Name:
Title:
Date:
12
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By Bri~------
Chairperson
A~);d as to form:
Pamela K. Akin
As&ietsl"1t City Attorney
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SCHEDULE A
TO SECURITIES LENDING AUTHORIZATION AGREEMENT
(" Agreement")
LIST OF BORROWERS AND PARENT COMPANIES
The attached list constitutes the entItIes who are the Borrowers, or the parent
companies of the Borrowers, to whom Agent may currently lend Securities pursuant to this
Agreement. Lender hereby authorizes Agent to lend Securities to the entities so listed and
to any U.S. or non-U.S. subsidiary or affiliate of an entity so listed, except as Lender has
designated below. The listing of a parent company on the attached does not necessarily
imply that there is a guarantee in favor of the Agent by the parent of the Securities
borrowing obligations of a subsidiary or affiliate. All Borrowers shall be selected based on
procedures as set forth in the Agreement, to which this Schedule forms a part.
Notwithstanding the foregoing, Lender hereby requests that Agent not lend
Securities from the sub-accounts listed below to the following entities, or their respective
subsidiaries or affiliates:
Name of Entity
Sub-Account(s)
~() NE
CITY OF CLEARWATER EMPLOYEES'
PENSION FUND
By:
Name:
Title:
Date:
20330
13
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLO IDA
By:
mrrs to form
Pamela K. Akin
-A~3i!1arrt City Attorney
Attest:
- c -Ji-=P~.-
ia E. Goudeau -. ..- .
/-.
lerk ../-.
THE NORTHERN TRUST COMPANY
SCHEDULE OF SECURITIES LENDING BORROWERS
Page 1 of4
Abbey National pic (UK)
Cater Allen International Ltd. (UK)
Abbey National Securities Inc.(US)
ABN AMRO Holding NV (The Netherlands)
ABN AMRO Incorporated (US)
ABN AMRO Bank N.V., New York Branch (US)
ABN AMRO Bank N.V., London Branch (UK)
ABN AMRO Equities (UK) Ltd. (UK)
ABN AMRO Bank Canada (Canada)
Allianz AG (Germany)
Oresdner Bank AG London Branch (UK)
Oresdner Kleinwort Wasserstein Securities Ltd. (UK)
Oresdner Kleinwort Wasserstein Securities LLC (US)
Bank of America Corporation (US)
Bank of America, NA (US)
Bank of America Securities Limited (UK)
Banc of America Securities LLC (US)
Bank of Montreal (Canada)
Bank of Montreal New York Branch (US)
BMO Nesbitt Burns Corp. (US)
BMO Nesbitt Burns Inc. (Canada)
Bank of Nova Scotia (Canada)
Scotia Capital Markets (USA) Inc. (US)
Scotia Capital Inc. (Canada)
Bank One Corporation (US)
Bane One Capital Markets, Inc. (US)
Bank One, NA (US)
Barclays PLC (UK)
Barclays Capital Inc. (US)
. Barclays Capital Securities Ltd. (UK)
. Barclays Bank pic (UK)
Bear, Stearns Companies Inc. (US)
Bear, Stearns & Co. Inc. (US)
Bear, Stearns Securities Corp. (US)
Bear, Steams International Limited (UK)
Bear, Stearns International Trading Limited (UK)
BNP Paribas (France)
BNP Pari bas (Includes branches located in Paris, Milan, Frankfurt)
BNP Paribas Securities Corporation (US)
Caisse des Depots et Consignations (France)
COC IXIS Capital Markets Inc. (US)
COC Securities Inc. (US)
COC Financial Products Inc. (US)
Canadian Imperial Bank of Commerce (Canada)
CIBC World Markets Corp. (US)
THE NORTHERN TRUST COMPANY
SCHEDULE OF SECURITIES LENDING BORROWERS
Page 2 of4
Citigroup Inc. (US)
Salomon Smith Bamey Inc. (US)
. Salomon Brothers Intemational Limited (UK)
. Salomon Brothers UK Equities Limited (UK)
Salomon Brothers Canada Inc. (Canada)
Credit Agricole S.A. (France)
Credit Agricole Indosuez Securities, Inc. (US)
Credit Agricole Indosuez Bank New York Branch (US)
Credit Lyonnais (France)
Credit Lyonnais Securities USA Inc. (US)
Credit Suisse Group (Switzerland)
. Credit Suisse First Boston (Europe) Limited (UK)
. Credit Suisse First Boston Equities Limited (UK)
Credit Suisse First Boston LLC. (US)
Donaldson, Lufkin & Jenrette Securities Corporation (US)
Swiss American Securities Inc. (US)
DBS Group Holdings (Singapore)
The Development Bank of Singapore (Singapore)
Deutsche Bank AG (Germany)
Deutsche Bank Securities Inc. (US)
. Deutsche Bank AG London Branch (UK)
. Deutsche Bank AG Frankfurt Branch (Germany)
· Morgan Grenfell & Co. Limited (UK)
Deutsche Bank Securities Limited (Canada)
Fleet Boston Financial Corporation (US)
Fleet Securities Inc. (US)
FMR Corp. (US)
National Financial Services Corporation (US)
Fortis NV (The Netherlands)
Fortis Bank (Nederland ) NV (Netherlands)
Fortis Investment Services LLC (US)
The Goldman Sachs Group, Inc. (US)
Goldman Sachs & Co. (US)
. Goldman Sachs Intemational (UK)
Goldman Sachs Canada (Canada)
Spear, Leeds & Kellogg (US)
First Options (US)
HBOS Group (Scotland)
Halifax pic (UK)
HSBC Holdings pic (UK)
HSBC Securities (USA), Inc. (US)
HSBC Bank Pic (UK)
HSBC Investment Bank Pic (UK)
THE NORTHERN TRUST COMPANY
SCHEDULE OF SECURITIES LENDING BORROWERS
Page 3 of4
ING Groep, NV (The Netherlands)
ING Financial Markets LLC (US)
ING Bank N.V. London Branch (UK)
J.P. Morgan Chase & Co. (US)
J.P. Morgan Chase Bank (US)
J.P. Morgan Securities Inc. (US)
. J.P. Morgan Securities Ltd. (UK)
KBC Bank NV (Belgium)
KBC Financial Products UK Limited (UK)
Lehman Brothers Holdings Inc. (US)
Lehman Brothers Inc. (US)
. Lehman Brothers International (Europe) (UK)
Lehman Brothers Canada Inc. (Canada)
MacQuarie Bank Limited (Australia)
MacQuarie Bank Limited London Branch (UK)
Merrill Lynch & Co., Inc. (US)
Merrill Lynch, Pierce, Fenner & Smith Incorporated (US)
Merrill Lynch Government Securities Inc. (US)
Merrill Lynch Professional Clearing Inc. (US)
. Merrill Lynch International (UK)
Merrill Lynch Canada Inc. (Canada)
Morgan Stanley (US)
Morgan Stanley OW Inc. (US)
Morgan Stanley & Co. Incorporated (US)
MS Securities Services Inc. (US)
. Morgan Stanley & Co. International Limited (UK)
. Morgan Stanley Securities Limited (UK)
Morgan Stanley Canada Limited (Canada)
Nomura Holdings, Inc. (Japan)
Nomura Securities International, Inc. (US)
Nomura International pic (UK)
Nomura Canada Inc. (Canada)
Nordea PLC (Norway)
Nordea Bank Norge (Norway)
Nordea Bank Sweden AB (publ). (Sweden)
Prudential Financial, Inc. (US)
Prudential Securities Incorporated (US)
Rabobank Nederland (The Netherlands)
Rabobank Nederland - London Branch (UK)
Royal Bank of Canada (Canada)
Royal Bank of Canada New York Branch (US)
RBC Dominion Securities Corporation (US)
RBC Dominion Securities Inc. (Canada)
Royal Bank of Canada Europe Limited
Royal Bank of Canada London Branch (UK)
THE NORTHERN TRUST COMPANY
SCHEDULE OF SECURITIES LENDING BORROWERS
Page 4 of4
The Royal Bank of Scotland Group Pic (UK)
The Royal Bank of Scotland Pic (UK)
Greenwich Capital Markets Inc. (US)
SEB Group(Sweden)
Skandinaviska EnskiJda Banken AB (publ) (Sweden)
Skandinaviska Enskilda Banken AB (publ) London Branch (UK)
Skandinaviska Enskilda Banken AB (publ) New York Branch (US)
Societe Generale (France)
Societe Generale, New York Branch (US)
SG Cowen Securities Corp. (US)
SG Securities (London) Ltd. (UK)
Societe Generale Canada Inc. (Canada)
Fimat USA Inc. (US)
State Street Corporation (US)
State Street Bank and Trust Company (US)
The Toronto Dominion Bank (Canada)
TD Securities Inc.(Canada)
UBS AG (Switzerland)
UBS Warburg LLC (US)
UBS AG, London Branch (UK)
UBS PaineWebber Incorporated (US)
UBS PaineWebber International UK Ltd. (UK)
Wells Fargo & Co. (US)
Norwest Investment Services Inc. (US)
Wachovia Corporation (US)
Wachovia Bank, N.A. (US)
Wachovia Securities Inc. (US)
First Union International Capital Markets Limited (UK)
Westdeutsche Landesbank Girozentrale (Germany)
WestLB New York Branch (US)
WestLB London Branch (UK)
SCHEDULE B
TO SECURITIES LENDING AUTHORIZATION AGREEMENT
COLLATERAL SECTION OPTION FORM
WE THE UNDERSIGNED HAVE READ THE ATTACHED COLLATERAL SCHEDULES. WE
HEREBY SELECT THE FOLLOWING COLLATERAL SECTION FOR ALL ACCOUNTS PARTICIPATING
IN SECURITIES LENDING AND FOR ANY ADDITIONAL ACCOUNTS TO BE ADDED TO THE
SECURITIES LENDING PROGRAM IN THE FUTURE. BY SIGNING AND RETURNING THIS FORM, WE
AGREE TO BE BOUND BY THE TERMS OF THE A TT ACHED COLLATERAL SCHEDULE FOR THE
COLLA TERAL SECTION SELECTED. WE UNDERSTAND THAT SELECTION OF A COLLATERAL
SECTION MAY INVOLVE EXPOSURE TO ONE OR MORE OTHER COLLATERAL SECTIONS.
[SELECT ONE OF THE FOLLOWING:]
o Core Collateral Section (Collateral denominated in u.s. Dollars and Euros;
available to all Participating Lenders other than Plans covered by ERISA).
~ Core U.S.A. Collateral Section (All Collateral in U.S. Dollars only;
available to all Participating Lenders)
o Basic Collateral Section (Collateral limited to U.S. Dollar cash and U.S.
securities; no letters of credit; available to all Participating Lenders ).
o Global Core Collateral Section (Multi-Currency Collateral Section;
Collateral may be in u.S. Dollars or other Currencies; available to all
Participating Lenders other than Plans covered by ERISA).
The above designation supersedes any prior Collateral Section Option Form we
may have furnished the Agent and any prior agreement concerning types of
permitted Collateral for securities Loans. This Option Form may be changed as
provided in the Collateral Schedules.
CITY OF CLEARWATER EMPLOYEES'
PENSION FUND
Please return the completed
Option Form to:
The Northern Trust Company
Michael A. Vardas
50 S. LaSalle Street, B-12
Chicago, IL 60675
20330-31699
By:
Name:
Title:
Date:
14
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FL A
By:
:lJ.~d as to form:
Pam. a' 'ikin
Assistant City Attorney
~..
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Cyn iaE. Goud~~
City lerk --::--_
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Core USA 0 J 03. doc
lan-2003
THE NORTHERN TRUST COMPANY
SECURITIES LENDING
COLLATERAL SCHEDULE
CORE U.S.A. COLLATERAL SECTION
Purpose
The Core U.S.A. Collateral Section is available to clients of The Northern Trust Company
("Agent") participating in the Securities Lending Program. Participating Lenders in the Core
U.S.A. Collateral Section receive cash, letters of credit, or government securities (described
below) as Collateral for loans of their securities to approved borrowers. The purpose of the
Collateral Section is to provide custody of non-cash Collateral and, in the case of cash Collateral,
the opportunity for a market rate of return consistent with allowed investment latitude and
thereby seek to generate positive program spreads.
Requirements for Participation
Clients electing to participate in the Core U.S.A. Collateral Section may do so by completing and
signing a Securities Lending Collateral Section Option Form, in conjunction with appropriate
documentation for the Securities Lending Authorization Agreement (the "Agreement") to which
the Option Form is attached as Schedule B. Capitalized terms used in this Collateral Schedule
and not defined shall have the meanings given to them in the Agreement.
Collateralization Levels
Initial Collateral levels will not be less than 102% of the Market Value of the Borrowed
Securities, or not less than 105% if the Borrowed Securities and the Collateral are denominated
in different currencies. Marking to market is performed every business day subject to de minimis
rules of change in value, and the borrower is required to deliver additional Collateral when
necessary so that the total Collateral held by Agent for all loans to the Borrower of all
Participating Lenders will at least equal the Market Value of all the Borrowed Securities of all
Participating Lenders loaned to the Borrower.
Cash and Non-Cash Collateral Guidelines
Listed below are the cash and non-cash Collateral guidelines specifying eligible investments,
credit quality standards, and diversification, maturity and liquidity requirements. All
requirements listed in these guidelines are effective at the time of purchase of any security or
instrument as a cash Collateral investment and at the time of receipt of any non-cash Collateral.
Cash Collateral Funds
Investment Objectives
The Cash Collateral fund of the Core U.S.A. Collateral Section seeks to maximize current
income to the extent consistent with the preservation of capital and maintenance of liquidity by
investing cash Collateral ofthis section in accordance with the guidelines stated below. Cash
Collateral investments emphasize liquidity and principal preservation as prime objectives.
There can be no assurance that these objectives will be attained. Within quality, maturity, and
market sector diversification guidelines, investments are made in those securities with the most
attractive yields.
Investment Guidelines
A fund available for investment of the cash Collateral of the Core U.S.A. Collateral Section shall
consist of U.S. dollar-denominated securities or instruments managed under the following
guidelines:
Eligible Securities:
· Obligations issued or guaranteed by the U.S. Government, or its agencies or instrumentalities
and custodial receipts with respect thereto.
· Obligations of domestic or foreign commercial banks, including The Northern Trust
Company and any of its worldwide agencies and branches or affiliated U.S. or non-U.S.
banks, and bank holding companies (including Northern Trust Corporation and its
subsidiaries), including, but not limited to commercial paper, banker's acceptances,
certificates of deposit, time deposits, notes and bonds.
· Obligations of domestic or foreign corporations, including but not limited to commercial
paper, notes, bonds and debentures.
· Obligations issued or guaranteed by foreign governments (G-ll nations) or political
subdivisions thereof, and their agencies or instrumentalities.
· Asset backed securities, including mortgage backed securities, issued by governmental and
non-governmental entities.
· Fully Collateralized repurchase agreements with counterparties approved by the Agent's
Trust Credit Committee at the time of purchase where the Collateral is held by Agent or for
the account of Agent by an agent or subcustodian of Agent or a central bank, depository, or a
third party custodian, and where the Collateral is approved by the Agent's appropriate credit
committee.
· Obligations issued by states or political subdivisions thereof, including the District of
Columbia, and any possession of the United States.
· Units of the Northern Institutional Funds Diversified Assets Portfolio, or a comparable
portfolio of any successor fund, and other money market funds that determine net asset value
based on Securities and Exchange Commission Rule 2a-7.
2
. Adjustable rate securities will be limited to those securities whose rates are reset based upon
the following reference indexes: LIB OR, Fed Funds, Treasury Bills, Certificate of Deposit
Composite, Commercial Paper Composite, or other appropriate money market indexed
composites. In all instances, the spread relationship between the security coupon rate and
index reference rate must be constant. Otherwise eligible instruments with an interest rate
cap that is based on the reference index (LIB OR, Fed Funds, etc.) are expressly prohibited.
. Guaranteed investment contracts and funding agreements issued by insurance companies.
Credit Quality
. With respect to commercial paper and other short-term obligations, investment and
reinvestments shall be limited to Tier One Securities. For purpose of this paragraph, "Tier
One Securities" shall mean short-term obligations rated (or issued by an issuer that is rated
with respect to a class of short-term obligations or a comparable short-term obligation) at the
time of purchase in the highest rating category (within which there may be sub-categories or
gradations indicating relative standing) by at least two Nationally Recognized Statistical
Rating Organizations ("NRSROs"), or if only rated by one NRSRO, then rated at the time of
purchase in the highest rating category by that NRSRO, or those of comparable quality in the
case of unrated securities. An obligation having a demand right against a secondary obligor
such as a guarantor or issuer of a letter of credit backing the obligation, that by its terms
would be readily exercisable in the event of a default in payment of principal or interest by
the primary obligor of the obligation, may be classified as a Tier One Security if, at the time
of purchase, the demand right is a Tier One Security or if, at the time of purchase, short-term
obligations of the secondary obligor would be classified as Tier One Securities.
. For purposes of determining credit quality, a "short-term obligation" shall mean any eligible
security or instrument (other than a repurchase agreement) which has a remaining maturity
(as defined in this Schedule) of 366 days or less at the time of purchase or has a put that
entitles the holder to receive the principal amount at specified intervals not exceeding 366
days. A security or instrument that at the time of issuance was not a short-term security or
instrument but that has a remaining maturity of 366 days or less will be treated as a short-
term security in determining whether the obligation meets the credit quality criteria of this
Schedule.
. With respect to bonds and other long-term obligations, investment and reinvestments shall be
limited to obligations rated (or issued by an issuer that is rated with respect to a class oflong-
term obligations or a comparable long-term obligation) at the time of purchase in one of the
three highest rating categories (within which there may be sub-categories or gradations
indicating relative standing) by at least two NRSROs, or if only rated by one NRSRO, then
rated at the time of purchase in one of the three highest rating categories by that NRSRO, or
those of comparable quality in the case of unrated securities. For purposes of determining
credit quality, a "long term obligation" shall mean any eligible security or instrument (other
than a repurchase agreement) which has a remaining maturity (as defined in this Schedule) of
greater than 366 days at the time of purchase and is not subject to a demand feature in 366
days or less.
· Obligations of foreign issuers shall be limited to obligations of entities domiciled in
countries which have been assigned a short-term country risk rating at the time of purchase
of "A" or "B" by the Agent's Country Risk Management Council.
3
. With respect to guaranteed investment contracts and funding agreements, investments and
reinvestments shall be limited to obligations issued by insurance companies with a minimum
rating of 'A' by A.M. Best & Company
Maturity /Liquidity
. A maximum of 40% of the cash Collateral fund may be invested in securities which have a
maturity (as herein defined) exceeding 97 days.
. A minimum of20% of the cash Collateral fund should be available each business day. This
may be satisfied by maturities (as herein defined), or demand features.
. The rate sensitivity (as herein defined) of the cash Collateral fund will be limited to 60 days.
. Floating rate instruments and variable rate instruments must have interest rates that may be
reset at least every 94 days.
. The maturity of floating rate and variable instruments may not exceed 36 months from the
date of purchase, except that 5% of the variable rate/floating rate instruments within the cash
Collateral fund may have a maturity not exceeding 60 months from the date of purchase.
. All other securities must have a maturity date or demand feature not exceeding 18 months
from the date of purchase.
. For purposes of this Collateral Schedule~ the maturity of a security or instrument shall mean
the date when final payment is due, with these exceptions: (a) instruments issued or
guaranteed by the U.S. Government or any agency or instrumentality thereof which have a
variable rate of interest shall be deemed to have a maturity equal to the period remaining
until the next readjustment of the interest rate, (b) variable rate instruments (other than those
described in (a) above) shall be deemed to have a maturity equal to the longer of the period
of time remaining until either, (i) the next readjustment of the interest rate or (ii) the
principal amount can be recovered through demand (if applicable), (c) floating rate
instruments which incorporate a demand feature shall be deemed to have a maturity equal to
the period of time remaining until the principal amount can be recovered through demand,
(d) a repurchase agreement shall be deemed to have a maturity equal to the period of time
remaining until the date on which the repurchase is scheduled to occur, or, ifno date is
specified but the agreement is subject to demand, the notice period applicable to a demand
for the repurchase of the securities, (e) asset backed securities, including mortgage backed
securities, shall be deemed to have a maturity equal to such security's weighted average life
(i.e. the average time to receipt of expected cash flows on the security), and (1) the maturity
of a pooled investment fund shall be the number of days required to liquidate an investment
in the fund.
. For purposes of this Collateral Schedule, the "rate sensitivity" of a security or instrument
shall mean (a), in the case of a fixed rate security or instrument (i) the date on which final
payment is due or (ii) the principal amount can be recovered through demand (if applicable)
or (b) in the case of a floating or variable rate security or instrument, the shorter of the period
oftime remaining until either (i) the next readjustment of the interest rate or (ii) the principal
amount can be recovered through demand (if applicable).
Diversification
4
. Except for obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities and repurchase agreements fully Collateralized by such obligations, a maximum
of 5% of the current market value of the Collateral may be invested in securities or instruments
of anyone issuer or obligor. In the case of obligations having a demand right against a
secondary obligor such as a guarantor or issuer of a letter of credit backing the obligations, the
total current market value of all obligations within the Collateral Section having a single
secondary obligor, when aggregated with any obligations within the Collateral Section in which
such obligor is the primary issuer or obligor, may not exceed 10% of the current market value of
the Collateral Section. The following is an exception to the foregoing:
- 100% of the cash Collateral may be invested in obligations issued or guaranteed by the U.S.
Government or its agencies/instrumentalities, or repurchase agreements collateralized by
such obligations.
. A maximum of25% of the Collateral Section may be invested in repurchase agreements with
one counterparty except that a maximum of 10% of the Collateral Section may be invested
with anyone counterparty in repurchase agreements Collateralized by securities other than
U.S. Government or U.S. Government agencies.
. Except for the banking industry and asset backed securities, including mortgage backed
securities, a maximum of 25% of the Collateral Section may be invested in obligations of
issuers having their principal business in the same industry. For such purposes, personal and
business finance companies are considered to be in separate industries. Finance companies,
which are wholly-owned, will be considered to be in the industries of their parents if their
activities are primarily related to financing the operations of their parents.
. A maximum percentage of the Collateral Section which may be exposed to the risks of any
one foreign country, and individual country limits shall be established from time to time.
. Compliance with the diversification requirements of this Schedule shall be effective at the
time of purchase of any security or instrument.
Cash Collateral Invested Separately
Cash Collateral may be invested separately in connection with "Term Loans", which are loans
Collateralized by cash where the agreed date of maturity of the loan or the date of renegotiation
of the rebate rate for the loan greater than one business day. Investments of Term Loan cash
Collateral are not a part of any cash Collateral fund but are held as separate assets of the
Collateral Section. A Term Loan investment must be selected so that its rate sensitivity matches
closely with the agreed date of maturity or renegotiation of the underlying Term Loan. Cash
Collateral invested separately will meet all investment guidelines specified above for a cash
Collateral fund, with these exceptions: (a) greater than 40% of such Collateral may be invested in
securities which have a maturity exceeding 3 months, (b) less than 20% of such Collateral may
be available each business day, and (c) the rate sensitivity of such Collateral may exceed 60 days.
Non-Cash Collateral
Eligible Instruments
· Obligations issued or guaranteed by the U.S. Government, or its agencies or
instrumentalities.
5
. Irrevocable letters of credit issued by banks approved by Agent's Trust Credit Committee.
Credit Quality
. All letter of credit issuers will be subject to the same credit quality guidelines as issuers of
short-term investment securities.
Diversification
. Obligations issued or guaranteed by the U.S. Government, or its agencies and
instrumentalities may be accepted without limit.
. Irrevocable letters of credit are subject to the same issuer and country limits as cash
Collateral investments.
Operation of the Collateral Section
I. Income
Income earned from the investment of cash Collateral, net of (i) expenses, including but not
limited to, transaction accounting and reporting expenses, auditing fees, brokerage fees and other
commissions, and any miscellaneous expenses, (ii) any applicable withholding of tax, (iii) loan
rebate fees paid or accrued to the borrowers, and (iv) any adjustments to provide for regular
returns, together with loan fees for loans Collateralized by non-cash Collateral, are distributed to
Participating Lenders of the Section on a monthly basis.
A portion of the income earned by a cash Collateral fund on any business day (no greater than
the maximum set under internal guidelines) may be withheld by Agent and transferred to income
earned by the fund on any other business day if on that day one or more rebates due or accrued to
borrowers with respect to one or more loans should exceed the income earned from the cash
Collateral supporting those loans. If, despite such transfers, during any month total rebates
payable exceed total revenues with respect to any loan or loans of a Participating Lender, the net
shortfall shall be charged against positive undistributed earnings from other loans of the same
Lender to the extent thereof, and any remaining shortfall shall be allocated between the
Participating Lender and the Agent in the same proportions as positive securities lending
revenues. Any amounts thereby payable by the Participating Lender shall be the personal
obligation of that Lender and shall be due and payable upon the Lender's receipt of Agent's
invoice for such amounts. Agent may withhold (and each Participating Lender is deemed to
grant to Agent a lien upon) future loan revenues, and any other property of the Participating
Lender then or thereafter in the possession of Agent, to secure the payment of such obligation.
Notwithstanding the foregoing, however, all other Collateral losses shall not be shared between a
Participating Lender and the Agent to any extent but shall be allocated as provided in the
Agreement or this Collateral Schedule.
Incidental expenses, (e.g., negative float due to payment advances) incurred in the
administration of the section are recovered against incidental receipts, (e.g., positive float from
pending balances) similarly arising and any remaining balance is added to the lending revenues
for the benefit of all participating lenders. Net realized short-term capital gains or losses (if any)
will be distributed at least annually.
II. Net Asset Value
6
The cash Collateral funds will value investments at acquisition cost as adjusted for amortization
of premium or accretion of discount in order to maintain a net asset value of $1.00 per unit. In
the case of "term loans", a new Participating Lender may be substituted during the term of the
loan for another Participating Lender. If that happens, the new lender will participate in the
existing Collateral investment, which is recorded at amortized cost.
The cash Collateral funds intend to maintain a constant net asset value within minimum
tolerances established by Agent's senior management. There is no guarantee, however, that the
cash Collateral funds will be able to attain that objective. The funds are not registered under the
Investment Company Act of 1940 as money market funds, are not subject to regulation by the
Securities and Exchange Commission and do not comply with federal regulations governing
registered money market mutual funds.
Periodically or as needed the net asset value of a fund determined under the amortized cost
method will be compared with the current market value of the fund. In the event that the current
market value of the fund should fall below the permitted range of value on any business day for
any reason, Agent may, at its option, without prior notice to any Participating Lender, (1) reduce
or fail to declare a dividend for one or more business days, (2) borrow money from any source
(including Agent individually) at market rates (except that loans by Agent shall not bear interest
unless permitted by applicable law) at the expense of the fund in order to meet liquidity needs of
the fund or (3) take other reasonable steps to meet its obligations to borrowers. In addition,
should any Collateral Deficiency (as that term is used in the Agreement) occur within a fund,
Agent may transfer the deficient assets to a sub-fund for the benefit of the Participating Lenders
of the Collateral Section with loans then outstanding (in the proportions specified in the
Agreement), each of whom shall then be obligated to repay to the fund, upon the demand of
Agent therefor, such Lender's pro rata share of the total value that the deficient assets would
have contributed to the fund had the Deficiency not occurred (and shall be deemed to grant to
Agent a lien upon any property of or due such Lender then or thereafter in the possession of
Agent to secure the payment of such obligation). In no event shall Agent be personally liable to
restore any loss within a cash Collateral fund, unless the loss was directly caused by the
negligence or intentional misconduct of Agent.
III.. Trading Policy
Although the cash Collateral funds will generally not engage in short-term trading, the fund may
dispose of any portfolio security prior to its maturity if, on the basis of a revised credit evaluation
of the issuer or other considerations, Agent believes such disposition is advisable. Subsequent to
its purchase, a portfolio security or issuer thereof may be assigned a lower rating or cease to be
rated. Such an event would not necessarily require the disposition of the security, if the
continued holding of the security is determined to be in the best interest of the fund and the
Participating Lenders of the Collateral Section.
IV. Effecting Changes
Agent shall effect Lender's initial selection of a Collateral Section, and any subsequent election
by Lender to convert from one Collateral Section to another, as promptly as possible after
Agent's receipt of a properly executed Collateral Section Option Form, giving due regard to
operational requirements and the best interests of the fund as a whole. Lender may change the
designation of a particular Collateral Section for an account no more than two times in any
calendar year by completing and signing a new Collateral Section Option Form and returning it
to Agent.
7
Agent reserves the right to add additional Collateral Sections (with corresponding Collateral
Schedules), to divide or discontinue existing Collateral Sections to limit participation in any
Collateral Sections or to change any of the essential characteristics of any Collateral Section;
provided, however, that each Participating Lender shall be given at least 30 days' advance
written notice of any material change in the Collateral Sections. Agent may also at its discretion
provide unique options for separate investment of cash Collateral to particular Participating
Lenders, who will participate in the loan allocation system but may not participate in any
Collateral Section.
8
SCHEDULE C
TO SECURITIES LENDING AUTHORIZATION AGREEMENT
(" Agreement")
FEES
The Agent shall be entitled to receive the following fees for services provided
under this Agreement. The fees below are expressed as a percentage of Lender's Net
Revenue (as defined in paragraph 7.1 of the Agreement).
35% Loans of U.S. Government and Agency Securities
35% Loans of U.S. Corporate Equity and Fixed Income Securities
35% Loans of non-U.S. Sovereign Fixed Income and non-U.S. Corporate
Fixed Income Securities
35% Loans of non-U.S. Corporate Equity Securities
CITY OF CLEARWATER EMPLOYEES'
PENSION FUND
By:
Name:
Title:
Date:
The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60675
15
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLO A
By:
Approved as to form:
JJ.~J,
Pamela K. Akin
~i3tal',t City Attorney
0... ___
ANNEX I
The Northern Trust Company ("Northern")
DE MINIMIS RULES OF CHANGE IN MARKET VALUE
GOVERNING
SECURITIES LENDING MARKS TO MARKET
As of June 14,2000
U.S. SECURITIES
Loans of U.S. securities are initially collateralized at 102% ofthe Market Value of
the Borrowed Securities if the Borrowed Securities and the Collateral are denominated in
the same currency and at 105% if the Borrowed Securities and the Collateral are
denominated in different currencies. Collateral presently takes the form of cash in U.S.
dollars or euros (U.S. dollars only in Basic and Core U.S.A. Collateral Sections), U.S.
Government securities and irrevocable bank letters of credit. Marking to market is
performed at an aggregate level per borrower, based on all loans of all Participating
Lenders outstanding of each securities type. As the aggregate Market Value of the
Collateral falls below 102% (or 105%) of the aggregate Market Value of the Borrowed
Securities, the borrower is marked to market each business day using yesterday's closing
prices, subject to the following de minimis rules of change in Market Value.
Loans of u.s. Equity and Corporate Fixed Income Securities. The Market Values
of Borrowed Securities and Collateral are compared daily using pricing information
available within the securities lending system. The current sources of pricing information
are IDSI for equities and Merrill Lynch for corporate bonds. For changes in Market Value
of$I,OOO or more, a mark to market is executed through Northern's automated interface
with the Depository Trust Company (DTC) to bring collateralization back up to 102%
(105%). The appropriate amount of additional Collateral is moved automatically from the
borrower's DTC account to Northern's DTC account.
Matched currencies: For changes in Market Value of$I,OOO or more, a mark to
market is executed to bring collateralization back up to 102%.
Different currencies: For changes in Market Value of$I,OOO or more, a mark to
market is executed to bring collateralization back up to 105%.
Loans of u.s. Government Securities. Loans of U.S. Government securities are
initially collateralized at 102% (105%) ofthe Market Value ofthe Borrowed Securities.
Either 100% of the Collateral may be in cash or government securities with 2% (5%) in a
letter of credit, or the entire 102% (105%) may be in cash, government securities or a letter
of credit. The Market Values of Borrowed Securities and Collateral are compared using
intra-day pricing information from an external pricing service.
16
Matched currencies: For changes in Market Value which bring a borrower's total
Collateral to 100.5%, the Collateral is marked to market to bring a borrower's total
Collateral to a minimum of 101 %. Specific Borrowed Securities are marked back
to 102% although the aggregate collateralization level is brought to 101 %.
Different currencies: For changes in Market Value which bring a borrower's total
Collateral to 103.5%, the Collateral is marked to market to bring a borrower's total
Collateral to a minimum of 104%. Specific Borrowed Securities are marked back
to 105% although the aggregate collateralization level is brought to 104%.
Mark to Market by Borrower - If the Market Value of the Collateral exceeds
102.5% of the Market Value of the Borrowed Securities, the Borrower, upon request, is
entitled to receive excess Collateral which will bring the Borrower's total Collateral to not
less than 102% of the Market Value of the Borrowed Securities.
FOREIGN SECURITIES
For securities issued outside the U.S., initial Collateral must equal at least 105% of
the Market Value of the Borrowed Securities; except that unless local laws, rules or custom
require collateral to be initially valued at not less than 105%, loans of fixed income
securities with matching collateral currency may be initially collateralized at 102% (herein
referred to as "eligible matched currency loans"). Depending on the Collateral Section
chosen by the Lender, Collateral may include cash in approved currencies, securities of
approved OECD governments, irrevocable bank letters of credit and equity securities. The
Market Values of the Borrowed Securities and Collateral are compared using pricing
information available within the securities lending system. Pricing is obtained from
various external pricing services, which currently include Telekurs, Extel and EX SHARE.
As the Market Value of Collateral falls below 105% (102% for eligible matched currency
loans) of the Market Value of the Borrowed Securities, the borrower is marked to market
each business day, subject to the following de minimis rules of change in value.
Loans of Foreign Equity Securities.
Matched and different currencies: For changes in Market Value which bring a
borrower's total foreign equity Collateral to 104.5% of the Market Value of the
Borrowed Securities, marks to market are executed to bring the total Market Value
of such Collateral to 105%.
Loans of Foreign Fixed Income Securities.
Eligible matched currency loans: For changes in Market Value which bring a
borrower's total Collateral for eligible matched currency loans to 101.5% of the
Market Value of the Borrowed Securities, marks to market are executed to bring the
total Market Value of such Collateral to 102%.
Different currencies and matched currency loans required to be maintained at
105%: For changes in Market Value which bring a borrower's total Collateral for
17
such loans to 104.5%, marks to market are executed to bring the total Market Value
of such Collateral to 105%.
Mark to Market by Borrower - Similar rules apply with respect to Loans of foreign
securities which allow a Borrower, upon request, to receive excess Collateral which will
bring the Borrower's total Collateral to not less than 105% of the Market Value of the
Borrowed Securities.
Note: This Annex II supplements the Securities Lending Authorization Agreement
between the Lender and Northern, together with the applicable Collateral Schedules (the
"Agreement"). For the definition of capitalized terms, please refer to the Agreement. As
used herein, "Market Value" includes accrued interest if appropriate to particular securities.
External pricing sources used to determine Market Value of any security are believed to be
reliable, but their accuracy is not guaranteed. Northern reserves the right to change the
above rules without the prior consent of any Participating Lender, as long as the change is
consistent with the Agreement (including applicable Collateral Schedules); provided that
Northern will notify Lender in writing of any material change in the de minimis rules.
The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60675
18
811"""-
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~
Employee's Pension Plan
Trustee's
Agenda Cover Memorandum
Worksession Item #:
ro
Final Agenda Item #
Meeting Date: 4- I '1 - 03
SUBJECl/RECOMMENDA liON:
Designate Margie Simmons, Jay Ravins, and Steven Moskun as having the ability to authorize the
transfer of funds by Northern Trust, the plan custodian,
fgJ and that the appropriate officials be authorized to execute same.
SUMMARY:
· Northern Trust, the plan custodian, has requested that the Trustees designate individuals who have
the ability to authorize Northern Trust to transfer funds.
· The transfer of funds occurs when managers are hired or terminated, the portfolio is being
rebalanced or when funds are needed to pay obligations of the plan.
· As an internal control function, two of the three individuals will have to approve a transfer.
· The transfer of plan assets to Northern Trust occurred on March 3rd.
Reviewed by:
Legal LD
Budget N I !\
Purch N/A
Info Srvc
Public Works
DCM/ACM
N/A
N/A
Originating Dept:
Finance
User Dept.
Finance
SMoskun
Costs
Total None
~,
:....Jy
Current
FY
Funding Source:
CI
Risk
Mgmt
N/A
Other
Attachments
OP
Other
Submitted by:
City Manager
~ None
A ro riation Code:
Rev. 2/98