exv10w27






Exhibit 10.27



Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as “***”. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




October 18, 2005




GCAM LLC

550 Hills Drive

Bedminster, NJ 07921




     FOREIGN EXCHANGE PRIME BROKERAGE AGREEMENT



Gentlemen:




     This Agreement describes the arrangement pursuant to which Deutsche Bank AG
London (“DBAG”) authorizes GCAM, LLC (“Agent”) acting for and on behalf of the
Funds specified on Annex D hereto, to act as its agent in executing spot, tom next,
forward foreign exchange transactions with a maximum tenor of *** (“FX
Transactions”) and currency options (which shall consist of puts and calls that do not
have special features, including, but not limited to, single barriers) with a maximum tenor
of *** (“Options”) (collectively, the “Counterparty Transactions”) with the
Counterparties listed in Annex A hereto (each, a “Counterparty”) and on the terms set
forth in Annex B hereto, Capitalized terms not defined herein shall have the meanings
assigned to them in the 1998 FX and Currency Option Definitions (as published by the
International Swaps and Derivatives Association, Inc” the Emerging Markets Traders
Association and The Foreign Exchange Committee). Accordingly, the parties hereto
agree as follows:



     1. This authority is expressly limited for each Counterparty in that (a) for any
Settlement Date the Net Daily Settlement Amount for such Counterparty may not exceed
the Settlement Limit as specified in Annex A hereto and (b) the Counterparty Net Open
Position may not exceed at any time the Maximum Counterparty Net Open Position as
specified in Annex A hereto. The Settlement Limit and the Maximum Counterparty Net
Open Position shall apply to all Counterparty Transactions entered into between DBAG
and the Counterparty branch specified in Annex B.



     “Net Daily Settlement Amount” means for any Settlement Date, the sum of the
Dollar Countervalue for each currency for which the aggregate Dollar Countervalue
results in a net amount owed to DBAG by Counterparty, as calculated after giving effect
to any applicable novation or settlement netting provisions in any applicable master
agreement between DBAG and the Counterparty (the “Counterparty Master
Agreements”).



     “Counterparty Net Open Position” or “Give Up Net Open Position” means, with
respect to a Counterparty or a Give Up Party, as the case may be, the aggregate amount
owed by such Counterparty or Give Up Party to DBAG, calculated as follows:




	 	(A)	 	for each FX Transaction, determine the Dollar Countervalue for each
currency (including U.S. Dollars) owed by such Counterparty or
Give Up Party to DBAG or such Counterparty or Give Up Party
owed by DBAG to Counterparty under such FX Transaction;




 









 












	 	(B)	 	for each currency (including U.S. Dollars), determine the net Dollar
Countervalue amount owed by such Counterparty or Give Up Party
to DBAG or owed by DBAG to such Counterparty or Give Up Party
by sUl1ll1ing the Dollar Countervalue of all long and short positions
in such currency as determined in clause (A) above;
	 
	 	(C)	 	for each Option purchased or sold by the Counterparty, determine
the Dollar Countervalue of the foreign exchange delta equivalent of
such Option;
	 
	 	(D)	 	determine the difference of (i) the sum of the Dollar Countervalue
amounts determined pursuant to clause (C), minus (ii) the sum of the
Dollar Countervalues of the foreign exchange delta equivalents of
the Netted Options; and
	 
	 	(E)	 	aggregate (i) the Dollar Countervalue amounts determined pursuant
to clause (B) above for each currency with respect to which such
Counterparty or Give Up Party owes a net aggregate amount to
DBAG and (ii) the Dollar Countervalue amount determined pursuant
to clause (D) above.
	 
	 	 	 	“Dollar Countervalue” means, with respect to an amount of currency
at any time (i) if such currency is U.S. Dollars, such amount and (ii)
in all other cases, the amount of U.S. dollars which could be
purchased at the market rate prevailing at such time against delivery
of such amount of currency on a specified settlement date. Such rate
shall be determined by DBAG (in good faith and in a commercially
reasonable manner) to be the market rate available to DBAG at such
time in the New York foreign exchange market (or, at the sole option
of DBAG, in the foreign exchange market of any other financial
center which is then open for business) for the purchase or, as the
case may be, sale of one currency against another currency for
delivery on a specified date.
	 
	 	 	 	“Netted Option” means an Option sold by DBAG and owned by the
Counterparty which may be discharged and terminated together with
all Option sold by the Counterparty and owned by DBAG pursuant
to the applicable master agreement upon satisfying the following
criteria:






	 	(i)	 	each Option being with respect to the same Put Currency
and Call Currency
	 
	 	(ii)	 	each having the same Expiration Date and Expiration Time;
	 
	 	(iii)	 	each being of the same style, i.e. either both being
American Style Options or both being European Style
Options;
	 
	 	(iv)	 	each having the same Strike Price;
	 
	 	(v)	 	each being transacted by the same pair of Offices of Buyer




2









 












	 	 	 	and Seller; and
	 
	 	(vi)	 	neither of which shall have been exercised by delivery of a
Notice of Exercise.






	 	 	 	In the case of a partial discharge and termination (i.e., where the
relevant Currency Option Transactions are for different amounts of
the Currency Pair), only the portion discharged and terminated shall
be considered a Netted Option.





     2. Agent acknowledges and agrees that it shall monitor the Net Daily
Settlement Amount and the Counterparty Net Open Position for each Counterparty and
that DBAG shall not be responsible for any Counterparty Transaction executed by Agent
on behalf of DBAG unless (i) giving effect to such Counterparty Transaction does not
cause the Settlement Limit or the Maximum Counterparty Net Open Position to be
exceeded (without DBAG’s prior written consent or recorded verbal consent (confirmed
by fax immediately thereafter)); and (ii) such Counterparty Transaction meets the criteria
set forth in Annex B (an “Accepted Transaction”). DBAG agrees to provide Agent with
a summary of the outstanding trades and the net exposure with respect to each
Counterparty, up to two times on each Business Day during which there are Counterparty
Transactions outstanding. Each Accepted Transaction shall be valid and binding upon
DBAG, enforceable against DBAG in accordance with its terms. The dealing
arrangement with respect to each Counterparty shall be set forth in a Foreign Exchange
Prime Brokerage Counterparty Agreement substantially in the fom1 of Annex C hereto (a
“Counterparty Agreement”).



     3. Prior to entering into any Counterparty Transactions, DBAG shall have
executed a Counterparty Agreement with such Counterparty. Agent shall promptly
communicate trade details of each Counterparty Transaction by notifying via facsimile or
other electronic means an area of DBAG separate from trading and marketing personnel.
Each Counterparty Transaction between DBAG and a Counterparty shall be confirmed
and settled in accordance with the telTl1S of the relevant Counterparty Master Agreement.



     4. In connection with entering into each Counterparty Transaction, DBAG
shall contemporaneously therewith enter into an equal and offsetting Transaction with, at
the discretion of Agent (i) one or more of the Funds identified on Annex D hereto (each a
“Fund”), as specified by the Agent (each, a “Fund Transaction”) and/or (ii) one of the
give up parties listed in Annex D hereto (each a “Give Up Party” and each such
Transaction a “Give Up Transaction”), each such Give Up Transaction to be given up
pursuant to the terms of a give up agreement between DBAG and such Give Up Party
(each such agreement, the “Give Up Agreement”), provided, however, that Give Up Net
Open Position for such Give Up Party does not, after giving effect to such Give Up
Transactions, exceed the Maximum Give Up Net Open Position for such Give Up Party
specified in Annex A.



     Each Fund Transaction shall be an FX transaction or option under, and subject to
and governed by, the ISDA Master Agreement or other master agreement between
Deutsche Bank AG and the applicable Fund specified on Annex D hereto, including the



3









 







Credit Support Annex which is a part thereof (each, a “Fund Master Agreement”). Each
Fund shall be required to post collateral with respect to its obligations under the Fund
Master Agreement (including the Fund Transactions) in accordance with terms and
provisions of the Credit Support All11ex. DBAG and Agent on behalf of each Fund agree
that any breach of this Agreement by Agent shall constitute an Event of Default under the
Fund Master Agreement with such Fund.



     Each Give Up Party shall have executed an agreement with DBAG in which such
Give Up Party shall have authorized Agent to act as its agent in giving such directions to
DBAG. Each Give Up Transaction shall be an FX transaction or option under, and
subject to and governed by, any applicable ISDA Master Agreement or other master
agreement between DBAG and the relevant Give Up Party (each such master agreement,
the “Give Up Master Agreement”) and shall be further subject to the terms of the Give
Up Agreement.



     Each Fund Transaction and each Give Up Transaction shall be subject to and
settled in accordance with any market practice applicable to, or adopted by, DBAG and
the Counterparty in collection with the Counterparty Transaction for which it is
offsetting notwithstanding any provision in a confirmation for a Fund Transaction or
Give Up Transaction that may be to the contrary.



     5. (a) Notwithstanding any terms of a confirmation that may be to the
contrary, if a Fund has entered into a Fund Transaction in which it is the owner of an
Option, Agent on behalf of such Fund may exercise such Option only by delivery to
Counterparty of a Notice of Exercise with respect to the corresponding Counterparty
Transaction. Agent shall simultaneously deliver to DBAG a copy of such Notice of
Exercise. If such Notice of Exercise constitutes effective exercise of the Option which is
the subject of the corresponding Counterparty Transaction, it shall be deemed effective as
to DBAG and the Option which is the subject of the Fund Transaction shall also be
deemed exercised. In the event that the notice delivered by Agent to Counterparty is
ineffective as exercise with respect to the Counterparty Transaction, Agent shall
indell111if’y DBAG against ally losses sustained by it in connection therewith and DBAG
may, at its discretion, treat such notice as effective with respect to the Funded Transaction.



     (b) Notwithstanding ally terms of a confirmation that may be to the contrary, if
Agent has instructed DBAG to enter into an offsetting transaction with a Give Up Party
in which such Give Up Party is the owner of all Option, Agent shall cause such Give Up
Transaction to be automatically exercised by delivery to Counterparty of a Notice of
Exercise with respect to the corresponding Counterparty Transaction. Agent shall
simultaneously deliver to DBAG a copy of such Notice of Exercise and shall promptly
copy such Notice of Exercise to Give Up Party together with details of the corresponding
Give Up Transaction. In the event that the notice delivered by Agent to Counterparty is
ineffective as exercise with respect to the Counterparty Transaction, Agent shall
indemnify DBAG against any losses sustained by it in connection therewith and DBAG
may, at its discretion, treat such notice as effective with respect to the Give Up
Transaction.



4









 





     (c) Notwithstanding any terms of a confirmation that may be to the contrary, if a
Fund has entered into a Fund Transaction in which it is the grantor of an Option, such
Option may be exercised by the Counterparty exercising the Option which is the subject
of the corresponding Counterparty Transaction by giving notice to Agent and DBAG
pursuant to the terms thereof.



     (d) Notwithstanding any terms of a confirmation that may be to the contrary, if
Agent has instructed DBAG to enter into an offsetting transaction with a Give Up Party
in which such Give Up Party is the grantor of an Option, such Option shall be exercised
by the Agent delivering on DBAG’s behalf a Notice of Exercise to the Give Up Party
following exercise by Counterparty of the corresponding Counterparty Transaction
(which in the case of the latter shall be exercise by Counterparty giving notice to Agent
and DBAG pursuant to the terms of the corresponding Counterparty Transaction). In the
event that Agent fails to give such Notice of Exercise or the notice delivered by Agent to
Give Up Party is ineffective as exercise with respect to the Give Up Transaction, Agent
shall indemnify DBAG against any losses sustained by it in connection therewith.
“Notice of Exercise” means telex, telephonic or other electronic notification
(excluding facsimile transmission), given by the owner of an Option prior to or at the
expiration time on the expiration date as agreed to at the time the Option is entered into,
as evidenced in a Confirmation.



     (e) As calculation agent under each Fund Transaction, or transaction with a Give
Up Party, which is an Option, DBAG shall follow the determinations of the Counterparty
to the applicable offsetting Counterparty Transaction with respect to knock in and knock
out events and other similar events and shall not be liable to Agent or any Give Up Party
in connection therewith.



     6. In consideration for DBAG agreeing to enter into this Agreement, the
Agent shall pay to DBAG fees calculated and payable in accordance with following
provisions.


With respect to each Counterparty Transaction which, pursuant to Section 4, has resulted
in, at the direction of Agent, an equal and opposite Fund Transaction between DBAG and
one of the Funds listed in Annex D indicated by the words “Spread Basis”, a fee shall be
paid as follows:




     (a) with respect to such Counterparty Transactions which are FX
Transactions, by adding or subtracting the Spread to or from the
Exchange Rate agreed
for such Transaction and executing the equal and opposite Fund Transaction with such
increased or decreased Exchange Rate. The Spread shall be added or subtracted in
accordance with the following:



          (i) where DBAG is buying the Foreign Currency, the Spread shall be
added to the Exchange Rate applicable to the Counterparty Transaction (and such
increased Exchange Rate shall be the rate applicable to the equal and opposite
Fund Transaction).





5









 








          (ii) where DBAG is selling the Foreign Currency, the Spread shall be
subtracted from the Exchange Rate applicable to the Counterparty Transaction
(and such reduced exchange rate shall be the rate applicable to the equal and
opposite Fund Transaction)




     (b) with respect to such Counterparty Transactions which are Options, an
amount equal to *** of the Notional Amount of such Transaction
shall be (A) added to the premium to be paid to DBAG or (B) deducted from the
premium to be paid by DBAG, as the case may be, with respect to the equal and opposite
Fund Transaction.



Where:





“Spread” is an amount rounded up to six decimal places and calculated in
accordance with the following:




Spread = ***




Where:




“Spot Rate” is the Exchange Rate applicable to the related Counterparty
Transaction.




“USDFee” is an amount in ***




“Currency Pair” is expressed as [Base Currency] [Foreign Currency].




“Base Currency” shall mean the currency which is represented by one unit in the
currency exchange rate quoted for the Transaction. Where JPY is the Base
Currency, one unit of JPY Base Currency means ***.




“Exchange Rate” means, with respect to an FX Transaction and in relation to a
Currency Pair, the currency exchange rate used to determine the relevant currency
amounts due for such Transaction and expressed as the amount of Foreign
Currency per one unit of Base Currency.




“Foreign Currency” shall mean the Currency of a Transaction that is not the Base
Currency for such Transaction.




“Notional Amount” of a Counterparty Transaction means the USD amount
payable wider the terms of the Counterparty Transaction (or, in the case of an
Option, which would be payable if the Option were exercised), or if the
Counterparty Transaction does not have any such USD amount, a USD amount
equal to the USD equivalent of the amount of Currency payable by DBAG to the
Counterparty under the terms of the Counterparty Transaction (or, in the case of
an Option, which would be payable if the Option were exercised), calculated
based on the spot exchange rate for the sale of the other Currency for USD as
determined by DBAG in its discretion on the trade date of such Transaction.



6









 




With respect to the foregoing provisions, Agent hereby represents (which representations
will be deemed to be repeated by Agent at all times until the termination of this
agreement) that (a) it has been granted authority to bind each Fund listed in Annex D
indicated by the words “Spread Basis” to the fees arrangements contemplated by these
provisions and (b) such authority has not been revoked.




     7. Agent shall indemnify DBAG against loss, fees or expenses resulting from
any error or discrepancy in any information provided by Agent or a Fund.



     8. Upon 20 Business Days written notice, DBAG may at any time and from
time to time in its sole discretion (a) an1end the list of Counterparties set forth on Annex
A, (b) modify the Settlement Limit and Maximum Counterparty Net Open Position with
respect to each Counterparty set forth on Annex A, as in effect at such time ar1d (c)
modify the Maximum Give Up Net Open Position with respect to each Give Up Party set
forth on Am1ex A, as in effect at such time and (d) maximum tenor of FX Transactions
ar1d Options; provided that, DBAG may immediately amend Annex A with respect to a
Counterparty in the event DBAG has reasonable grounds to believe that such
Counterparty shall be unable to perform any of its obligations under the Counterparty
Master Agreements. Furthermore, DBAG may immediately amend Annex D with respect
to a Give Up Party in the event DBAG has reasonable grounds to believe that such Give
Up Party shall be unable to perform any of its obligations under the Give Up Master
Agreements. Each such amendment and/or modification shall not affect any outstanding
Accepted Transactions, and the provisions of this Agreement shall continue to apply until
all the obligations of each party to the other under this Agreement have been fully
performed with respect to Cow1telllarty Transactions, Fund Transactions and Give Up
Transactions.



     9. The parties to this Agreement agree that DBAG may tape record any and
all telephone conversations between them concerning Counterparty Transactions, Fund
Transactions and Give Up Transactions.



     10. Unless otherwise agreed and subject to section 3, all notices, instructions
and other communications to be given to a party under this Agreement shall be given to
the address, facsimile (confirmed if requested) or telephone number or otherwise
electronically and to the individual or department specified below. Unless otherwise
specified, any notice, instruction or other communication given in accordance with this
section shall be effective upon receipt. Each party may change its notice address and
details by notice given to the other party.



Deutsche Bank AG




Deutsche Bank AG

FX Prime Brokerage

1251 Avenue of the Americas, 26th Floor

Mail Stop: NYC07-261O

New York, NY 10020

Attention: Jolm Alesia

Telephone: 212 474 7011




7









 





Telecopier: 646 324 7399




Singapore Branch

(for telephonic communications from 7:00 p.m. to 6:00 a.m., New York time,

(which may act on behalf of New York branch during such hours)):




Deutsche Bank AG

FX Prime Brokerage

5 Temasek Boulevard, #11-03

Suntec City Tower 5, 11th Floor

Singapore, 038985

Attention Chee-Seng Low

Telephone: 65 423 6736

Telecopier: 65 883 0721




GCAM, LLC

550 Hills Drive

Bedminster, NJ 07921

Tel: 908-731-0713

FAX: 866-607-8820

Attn: Tom Quinn




     11. Subject to the following sentence, each of the parties hereto may terminate
this Agreement at any time by twenty (20) business days’ prior written notice to the other
party delivered as prescribed above, and such termination shall be effective at the end of
such twentieth day (the “Termination Date”); provided that, DBAG may immediately
terminate this Agreement if (i) an Event of Default or Additional Termination Event
occurs under a Fund Master Agreement or (ii) Agent exceeds a Settlement Limit or a
Maximum Counterparty Net Open Position without DBAG’s prior consent as set forth in
section 2. Any such termination shall not affect any outstanding Accepted Transactions
(and, with respect to any termination caused as a result of the events set forth in clause
(ii) above, such termination shall not be deemed to be a breach of this Agreement), and
tile provisions of this Agreement shall continue to apply until all the obligations of each
party to the other under this Agreement have been fully performed with respect to
Counterparty Transactions, Fund Transactions and Give Up Transactions; and provided
further that any fee payment received by DBAG from Agent in advance shall be pro rated
and any amount allocable to a time period after the Termination Date shall be returned
promptly to Agent.



     12. No amendment, modification or waiver of this Agreement will be
effective unless in writing executed by each of the parties, provided, however, that tile
parties may agree to an increase in Settlement Limit or Maximum Counterparty Net Open
Position for a Counterparty without a written agreement.



8









 





     13. This Agreement shall be governed by, and construed in accordance with,
the laws of England and Wales.



     14. Any action or proceeding relating in any way to this Agreement may be
brought and enforced in the courts of England and Wales.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.




	 	 	 	 	 	 	 	 	 
	DEUTSCHE BANK AG LONDON	 	GCAM, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	/s/ Glenn Stevens
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	[illegible]
	 	 	 	Name:
	 	Mr. Glenn Stevens
	Title:

	 	[illegible]
	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Gayor Wood	 	 	 	 	 	 
	Name:

	 	 

Gayor Wood
	 	 	 	 	 	 
	Title:

	 	Legal Counsel	 	 	 	 	 	 






9









 





ANNEX A




	 	 	 	 	 
	 	 	 	 	Counterparty Maximum
	 	 	Settlement Limit	 	Net Open Position
	Counterparties	 	(in millions)	 	(in millions)
	***

***

***

***

***

***

***

***

***

	 	***

***

***

***

***

***

***

***

***
	 	n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a






	 	 	 	 	 
	 	 	 	 	Give Up Counterparty
	 	 	Give Up Settlement Limit	 	Maximum Net Open Position
	Give Up Counterparties	 	(in millions)	 	(in millions)
	 

	 	 
	 	 





10









 





ANNEX B




CRITERIA FOR COUNTERPARTY TRANSACTIONS



1. All Counterparty Transactions entered into by Agent on behalf of DBAG shall be
booked in the respective nan1es of Deutsche Bank AG London and the Counterparty,
acting through a branch pern1itted under any applicable Counterparty Agreement.



2. Each Counterparty shall have executed an ISDA Master Agreement or similar
agreement governing foreign exchange and options trading between DBAG 3l1d such
Counterparty.



3. All Give Up Transactions entered into at the instruction of Agent between DBAG and
a Give Up Party shall be booked in the respective names of Deutsche Bank AG London
and such Give Up Party, acting through a breach permitted under any applicable Give Up
Master Agreement.



4. Each Give Up Party shall have executed an ISDA Master Agreement or similar
agreement governing foreign exchange and options trading between DBAG and such
Give Up Party.



5. Any Ceiling Limit (as defined in each Fund Master Agreement) or similar position
limit specified in a Fund Master Agreement shall not be exceeded after giving effect to
the Fund Transaction required in collection with any Counterparty Transaction.



6. With respect to Give Up Transactions, any position or trading limit as set out in a
Relevant Give Up Master Agreement and/or the relevant Give Up Agreement would not
be exceeded by giving effect to Agent’s instruction to give up the Give Up Transaction
required in connection with a Counterparty Transaction.




11









 








ANNEX C




Master Counterparty Agreement



[A Counterparty listed on Annex A to the Foreign Exchange Prime Brokerage
Agreement]




Master Foreign Exchange Prime Brokerage Counterparty Agreement




dated as of                                         




Gentlemen:




     1. Authorization. Deutsche Bank AG London (“DBAG”) has authorized each
party designated as an Agent (an “Agent”) in a Counterparty Agreement Notice (a
“Notice”) to engage in such of the following types of transactions as may be specified in
such Notice on behalf of DBAG with [  ] (“Counterparty”), acting through its [ ]
branch (the “Counterparty Branch”):




• spot, tom next and forward foreign exchange transactions with the maximum
tenor specified in such Notice (“FX Transactions”), and




• Currency options (which shall consist of puts and calls that do not have special
features, including, but not limited to, barriers) with the maximum tenor
specified in such Notice (“Options Transactions”).


All transactions of the type specified in a Notice with respect to an Agent shall be
collectively referred to herein as “Counterparty Transactions”. Notices shall be
substantially in the form of Exhibit 1 hereto. Each Notice shall supplement, be governed
by and form a part of this Master Counterparty Agreement. Any Counterparty
Transactions entered into under this Agreement shall be subject to the [   ] Master
Agreement between Deutsche Bank AG shall Counterparty dated as of                     ,
as amended from time to time (as so amended, the “Master Agreement”).




     2. Limits. DBAG hereby confirms its authorization of each Agent to execute the
Counterparty Transactions specified in the Notice with respect to such Agent (the
“Specified Counterparty Transactions”). With respect to the Specified Counterparty
Transactions for each Agent, this authority is expressly limited to a Net Daily Settlement
Amount equal to the Settlement Limit specified in the applicable Notice (or its equivalent
in any other currency) (the “Settlement Limit”) and a Counterparty Net Open Position
equal to the Maximum Counterparty Net Open Position specified in the applicable Notice
(or its equivalent in any other currency) (the “Maximum Counterparty Net Open
Position”). The Settlement Limit and the Maximum Counterparty Net Open Position
shall apply only to Specified Counterparty Transactions entered into between DBAG and
the Counterparty, acting through the Counterparty Branch. DBAG may at any time and
from time to time in its sole discretion modify the Settlement Limit or the Maximum



12









 







Counterparty Net Open Position by written notice to the Counterparty and Agent, which
such notice shall be effective upon receipt.



     “Net Daily Settlement Amount” means with respect to Specified Counterparty
Transactions executed by an Agent for any Settlement Date, the sum of the Dollar’
Countervalue for each Currency for which the aggregate Dollar Countervalue results
in a net amount owed to DBAG by Counterparty with respect to such Transactions, as
calculated after giving effect to lli1y applicable novation or settlement netting provisions
in any applicable master agreement between DBAG and the Counterparty.



     “Counterparty Net Open Position” melli1S the aggregate amount owed by
Counterparty to DBAG with respect to Specified Counterparty Transactions executed by
an Agent, calculated as follows:




(A) for each FX Transaction executed by such Agent, determine the
Dollar Countervalue for each currency (including U.S. Dollars)
owed by Counterparty to DBAG or owed by DBAG to Counterparty
under such FX Transaction;




(B) for each currency (including U.S. Dollars), determine the net Dollar
Countervalue amount owed by Counterparty to DBAG or owed by
DBAG to Counterparty by summing the Dollar Countervalue of all
long and short positions in such currency as determined in clause (A)
above;




(C) for
each Option purchased or sold by the Counterparty in a
Transaction executed by such Agent, determine the Dollar’
Countervalue of the foreign exchange delta equivalent of such
Option;




(D) determine the difference of (i) the sum of the Dollar Countervalue
amounts determined pursuant to clause (C), minus (ii) the sum of the
Dollar Countervalues of the foreign exchange delta equivalents of
Netted Options; and




(E) aggregate (i) the Dollar Counttervalue amounts determined
pursuant to clause (B) above for each currency with respect to which
Counterparty owes a net aggregate amount to DBAG and (ii) the
Dollar Countervalue amount determined pursuant to clause (D)
above.




“Dollar Countervalue” melli1S, with respect to an amount of currency
at any time (i) if such currency is U.S. Dollars, such amount and (ii)
in all other cases, the lli1l0Wlt of U.S. dollars which could be
purchased at the market rate prevailing at such time against delivery
of such amount of currency on a specified Settlement Date. Such
rate shall be determined by DBAG (in good faith and in a
commercially reasonable manner) to be the market rate available to



13









 







DBAG at such time in the New York foreign exchange market (or, at
the sole option of DBAG, in the foreign exchange market of any
other financial center which is then open for business) for the
purchase or, as the case may be, sale of one Currency against another
Currency for delivery on a specified date.




“Netted Option” means all Option sold by DBAG and owned by the
Counterparty which may be discharged and terminated together with
an Option sold by the Counterparty and owned by DBAG pursuant
to the applicable master agreement upon satisfying the following
criteria:




	 	(i)	 	each Option being with respect to the Same Put Currency
and Call Currency
	 
	 	(ii)	 	each having the same Expiration Date and Expiration Time;
	 
	 	(iii)	 	each being of the same style, i.e. either both being
American Style Options or both being European Style
Options;
	 
	 	(iv)	 	each having the same Strike Price;
	 
	 	(v)	 	each being transacted by the same pair of Offices of Buyer
and Seller; and
	 
	 	(vi)	 	neither of which shall have been exercised by delivery of a
Notice of Exercise.






	 	 	In the case of a partial discharge and termination (i.e., where the
relevant Option Transactions me for different amounts of the
Currency Pair), only the portion discharged and terminated shall be
considered a Netted Option.





     3. Accepted Transactions. The Counterparty acknowledges and agrees that
DBAG shall not be responsible for any Counterparty Transaction unless (i) such
Counterparty Transaction is a Specified Counterparty Transaction with respect to the
Agent executing such Transaction, (ii) giving effect to such Counterparty Transaction
does not cause the Settlement Limit or the Maximum Counterparty Net Open Position
applicable to such Agent to be exceeded (without the prior written consent of DBAG);
(iii) the Counterparty and Agent shall have committed to the material terms (i.e.
settlement date and amounts of each currency to be delivered by each party) of such
Counterparty Transaction; and (iv) such Counterparty Transaction has been entered into
by DBAG and Counterparty, acting through the Counterparty Branch (all “Accepted
Transaction”). To the extent that any Counterparty Transaction complies and qualifies as
an Accepted Transaction, it shall be valid and binding upon DBAG, enforceable against
DBAG in accordance with its terms. The Counterparty shall promptly communicate trade
details of each Counterparty Transaction by notifying DBAG via Reuters. All Accepted
Transactions shall be FX Transactions and Options under the Master Agreement and shall
be performed in accordance with the terms and provisions thereof.



14









 





     4. Exercise of Options. Notwithstanding any terms of a confirmation that may
be to the contrary, if Counterparty has entered into an Accepted Transaction in which it is
the grantor of an Option, such Option may be exercised by delivery of a Notice of
Exercise by Agent which executed such Transaction to Counterparty which shall
constitute exercise by DBAG.



     Notwithstanding any terms of a confirmation that may be to the contrary, if
Counterparty has entered into an Accepted Transaction in which it is the owner of an
Option, such Option may only be exercised by simultaneous delivery of a Notice of
Exercise by Counterparty to each of the Agent which executed such Transaction and
DBAG.



     “Notice of Exercise” means telex, telephonic or other electronic notification
(excluding facsimile transmission), given by the owner of an Option prior to or at the
expiration time on the expiration date as agreed to at the time the Option is entered into,
as evidenced in a Confirmation.



     5. Termination. This Agreement shall remain in effect unless and until
terminated by DBAG. Such termination may be communicated in writing and shall be
effective upon receipt by the Counterparty. Termination of this Agreement shall have no
effect upon any Accepted Transaction executed in accordance with the provisions hereof
prior to the effectiveness of such termination.



     6. Notices. Telephonic notice to DBAG shall be effected by contacting John
Alesia at 212-469-3011 or (for telephonic communications from 7:00 p.m. to 6:00 a.m.
New York time), Chee-Seng Low, Singapore branch (which may act on behalf of DBAG
branch during such hours), at (65) 423-6736, and to Counterparty by contacting                      at
                     or at                      Written notices shall be given in accordance with the [Master
Agreement(s)] to the following individuals:



Deutsche Bank AG, New York

FX Prime Brokerage

1251 Avenue of the Americas, 26th Floor

Mail Stop: NYC07-2610

New York, NY 10020

Attention: John Alesia

Telephone: 212 469 3011

Telecopier: 646 324 7399




Deutsche Bank AG. Singapore

FX Prime Brokerage

5 Temasek Boulevard, # 11-03

Suntec City Tower 5, 11th Floor

Singapore, 038985

Attention: Chee-Seng Low




15









 





Telephone: 65423 6736

Telecopier: 65 883 0721




[Counterparty]

Attention:



Each party may change its notice address and details by notice given to the other party.




     7. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York, without reference to choice of law
doctrine. The headings used in this Agreement are for convenience of reference only
and are not to affect the construction of or to be taken into consideration in interpreting
this Agreement.



     Any action or proceeding relating in any way to this Agreement may be brought
and enforced in the courts of the State of New York and the United States District Court,
in each case located in the Borough of Manhattan, New York.



     Kindly confirm your agreement to the foregoing by signing the enclosed copy of
this letter and returning it to [NAME OF NEGOTIATOR], Legal Department, Deutsche
Bank, 60 Wall Street, New York, NY 10005.



Very truly yours,




DEUTSCHE BANK AG LONDON




	 	 	 	 	 
	By
	 	 
	 	 
	 
	 	 
	 	 
	Title:
	 	 
	 	 






Confirmed and agreed to as of

the date first above written:




[COUNTERPARTY]




	 	 	 	 	 
	By
	 	 
	 	 
	 
	 	 
	 	 
	Title:
	 	 
	 	 






16









 






EXHIBIT 1 TO COUNTERPARTY AGREEMENT




Counterparty Agreement Notice




[Name and address of Counterparty]




Dear Sir:




     Deutsche Bank AG London and [Name of Counterparty] are parties to a Master
Counterparty Agreement dated as of                      (the “Master Counterparty Agreement”).
All capitalized terms used in this Notice without definition shall have the meanings given to such
terms in the Master Counterparty Agreement.


DBAG designates the following as an Agent under the Master Counterparty
Agreement:




[Name of Agent]




     DBAG specifies the following types of transactions as Specified Counterparty
Transactions with respect to such Agent, with the respective maximum tenors identified
below:



	 	 	 
	Transactions
	 	Maximum Tenor






     The following Settlement Limit and Maximum Counterparty Net Open Position
shall apply with respect to such Agent:



	 	 	 
	Settlement Limit
	 	Maximum Counterparty Net Open Position





Please acknowledge your agreement to these terms by signing a copy of this Notice and returning
it to                     , Legal Department, Deutsche Bank AG, 60 Wall Street, New York, NY 10005.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DEUTSCHE BANK AG LONDON
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	Acknowledged and agreed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Counterparty]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






17









 





ANNEX D




	 	 	 
	FUNDS:	 	FEES BASIS:
	 
	 	 
	Atlas Portfolio Select SPC for its Segregated Portfolio 106

	 	Spread Basis
	 
	 	 
	Atlas Portfolio Select SPC for its Segregated Portfolio 110

	 	Spread Basis






18