Common use of Custody of Regional Shares Clause in Contracts

Custody of Regional Shares. 4.1. The provisions of this paragraph 4 apply only to Securities classified by the Company as Regional Shares. 4.2. The Company shall arrange for custody services for Securities classified as Regional Shares to be offered by a duly licensed custodian, acting on behalf of the Company and on the Company’s instructions (such third party called a “sub-custodian”). The Company will ensure that the sub- custodian who is responsible for the safekeeping of the Securities is selected and appointed specifically for this purpose and it will exercise due skill, care and diligence in the selection and monitoring of such. 4.3. When the Client instructs the Company to buy such Securities classified as Regional Shares, these shall be pooled together with other clients’ Securities in an omnibus account, opened in the name of the Company acting on behalf of its Clients, with a duly licenced sub-custodian of the Company’s choice. The Securities shall be held in the said omnibus account, on the Client’s behalf, until the Company receives further instruction from the Client to sell the same. 4.4. The Client accepts that the Company is not liable for any acts, omissions, insolvency or dissolution of the sub-custodian, unless any losses which the Client incurs have been caused by the Company’s fraud, wilful default or gross negligence. If Securities are held in the name of the Company or that of the sub- custodian, the Company will take measures to ensure their protection and for safeguarding the Client’s ownership rights, including: a. keeping records and accounts enabling the distinction of those Client Securities from Securities held for any other client and from the Company’s own Securities; b. maintaining records and accounts in a way that ensures their accuracy and, in particular their correspondence to the Securities held for the Client; c. conducting reconciliations between the Company’s internal accounts and records and those of sub-custodians; and d. taking steps to ensure that any Securities deposited with a sub-custodian are identifiable separately from any of our assets or any of the sub-custodian’s assets. 4.5. Where the Client’s Securities are deposited for safekeeping with a sub-custodian, there may be instances, if this is required by the law of the country where the Securities are held, that the sub- custodian may have a security interest, lien or right of set-off over the Securities enabling such sub- custodian to dispose of the Securities, in order to recover debts that do not relate to the Client or the provision of services to the Client. 4.6. The Securities will be pooled together with other clients' Securities in the omnibus account and it which means that the Client’s individual entitlement may not be identifiable by separate certificates, physical documents or entries on the register. The general nature of a pooled nominee means that the Client assets will be held in a way that enables the available assets to be used to settle open trades in the same stock. There is a risk that this could happen for a Transaction that is unrelated to the Client, but the Company has no controls in place to mitigate this. 4.7. In the event of the insolvency or any other analogous proceedings in relation to the sub-custodian, the Company may only have an unsecured claim against the sub-custodian on behalf of the Client, and the Client will be exposed to the risk that the money received by the Company from the sub-custodian is insufficient to satisfy the claims of the Client with claims in respect of the relevant Client Account. The Company does not accept any liability or responsibility for any resulting losses.

Custody of Regional Shares. 4.1. The provisions of this paragraph 4 apply only to Securities classified by the Company as Regional Shares. 4.2. The Company shall arrange for custody services for Securities classified as Regional Shares to be offered by a duly licensed custodian, acting on behalf of the Company and on the Company’s instructions (such third party called a “sub-custodian”). The Company will ensure that the sub- custodian who is responsible for the safekeeping of the Securities is selected and appointed specifically for this purpose and it will exercise due skill, care and diligence in the selection and monitoring of such. 4.3. When the Client instructs the Company to buy such Securities classified as Regional Shares, these shall be pooled together with other clients’ Securities in an omnibus account, opened in the name of the Company acting on behalf of its Clients, with a duly dully licenced sub-custodian of the Company’s choice. The Securities shall be held in the said omnibus account, on the Client’s behalf, until the Company receives further instruction from the Client to sell the same. 4.4. The Client accepts that the Company is not liable for any acts, omissions, insolvency or dissolution of the sub-custodian, unless any losses which the Client incurs have been caused by the Company’s fraud, wilful default or gross negligence. If Securities are held in the name of the Company or that of the sub- custodian, the Company will take measures to ensure their protection and for safeguarding the Client’s ownership rights, including: a. keeping records and accounts enabling the distinction of those Client Securities from Securities held for any other client and from the Company’s own Securities; b. maintaining records and accounts in a way that ensures their accuracy and, in particular their correspondence to the Securities held for the Client; c. conducting reconciliations between the Company’s internal accounts and records and those of sub-custodians; and d. taking steps to ensure that any Securities deposited with a sub-custodian are identifiable separately from any of our assets or any of the sub-custodian’s assets. 4.5. Where the Client’s Client Securities are deposited for safekeeping with a sub-custodian, there may be instances, if this is required by the law of the country where the Securities are held, that the sub- custodian may have a security interest, lien or right of set-off over the Securities enabling such sub- custodian to dispose of the Securities, in order to recover debts that do not relate to the Client or the provision of services to the Client. 4.6. The Securities will be pooled together with other clients' Securities in the omnibus account and it which means that the Client’s individual entitlement may not be identifiable by separate certificates, physical documents or entries on the register. The general nature of a pooled nominee means that the Client assets will be held in a way that enables the available assets to be used to settle open trades in the same stock. There is a risk that this could happen for a Transaction that is unrelated to the Client, but the Company has no controls in place to mitigate this. 4.7. In the event of the insolvency or any other analogous proceedings in relation to the sub-custodian, the Company may only have an unsecured claim against the sub-custodian on behalf of the Client, and the Client will be exposed to the risk that the money received by the Company from the sub-custodian is insufficient to satisfy the claims of the Client with claims in respect of the relevant Client Account. The Company does not accept any liability or responsibility for any resulting losses.