Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians shall be held subject to the terms and conditions of the Custodian’s agreements with such Foreign Custodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign Custodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. (b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian. (c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 55 contracts
Samples: Custody Agreement (Dreyfus Alcentra Global Credit Income 2024 Target Term Fund, Inc.), Custody Agreement (Dreyfus Institutional Liquidity Funds), Custody Agreement (BNY Mellon Absolute Insight Funds, Inc.)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take appropriate action to recover such Losses from such Subcustodian. The Custodian shall be liable to the Fund, or any Series, for any Losses caused by or resulting from the acts or omissions of any Subcustodian to the extent such acts or omissions would be deemed a failure of such Subcustodian to fulfill its obligations under the Subcustody Agreement with Custodian in accordance with its standards of care and in accordance with prevailing laws, rules, practices and procedures in the relevant market.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under risks, all in accordance with Rule 17f-7 17f-7(a)(1)(i) of the 1940 ‘40 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
Appears in 11 contracts
Samples: Custody Agreement (PowerShares Exchange-Traded Fund Trust II), Custody Agreement (PowerShares Exchange-Traded Fund Trust II), Custody Agreement (Powershares Actively Managed Exchange-Traded Fund Trust)
Holding Securities. (a) Subject to the terms hereof, the each Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. The Custodian shall be responsible for the safekeeping of the Securities and cash received by it from time to time for a Fund’s account on the terms set forth herein and shall not release or otherwise transfer such Securities or cash except as contemplated herein or in accordance with a Fund’s instructions. Securities held for the a Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsapplicable Series, provided that to the extent reasonably possible in accordance with industry standards it is made apparent that the relevant Securities or other assets deposited therein do not belong to the Custodian or the Subcustodian. The Custodian shall identify on its books and records the Securities and cash belonging to the a Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the applicable Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection and retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to a Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than to the extent relating to a Country Risk Event). With respect to any Losses incurred by a Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses to the extent relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian); with respect to such Operational Losses, to the extent the applicable Series has not been made whole within a reasonable period of time, at such Series’ election and to the extent practicable under the circumstances and allowable under applicable law and not prohibited by the agreement between the Custodian and the Subcustodian such Series shall be subrogated to the rights of the Custodian against the Subcustodian.
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the applicable Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the a Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Funds with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund Funds of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Actrisks. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Each Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 10 contracts
Samples: Custody Agreement (Highland Funds Ii), Custody Agreement (Highland Funds I), Custody Agreement (NexPoint Strategic Opportunities Fund)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take appropriate action to recover such Losses from such Subcustodian. The Custodian shall be liable to the Fund, or any Series, for any Losses caused by or resulting from the acts or omissions of any Subcustodian to the extent such acts or omissions would be deemed a failure of such Subcustodian to fulfill its obligations under the Subcustody Agreement with Custodian in accordance with its standards of care and in accordance with prevailing laws, rules, practices and procedures in the relevant market.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under risks, all in accordance with Rule 17f-7 17f-7(a)(1)(i) of the 1940 ’40 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
Appears in 8 contracts
Samples: Custody Agreement (PowerShares Exchange-Traded Self-Indexed Fund Trust), Custody Agreement (PowerShares Exchange-Traded Fund Trust II), Custody Agreement (PowerShares Exchange-Traded Fund Trust II)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians shall be held subject to the terms and conditions of the Custodian’s agreements with such Foreign Custodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign Custodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired.
(b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.. A45006-10.11.10-CLEAN
Appears in 5 contracts
Samples: Custody Agreement (Dreyfus Stock Funds), Custody Agreement (Bny Mellon Funds Trust), Custody Agreement (Dreyfus Bond Funds Inc)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 5 contracts
Samples: Custody Agreement (Virtus Global Dividend & Income Fund Inc.), Custody Agreement (Oneamerica Funds Inc), Custody Agreement (Penn Series Funds Inc)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to shall hold any Securities in registered form in the Fund’s name where applicable, in the Custodian’s or a nominee’s name of the Custodian or one of its nomineesCustodian. Securities and cash held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own propertyproperty and the property of any other client, and no such clients shall have access to the property of the Fund. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.12.2, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.12.2, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. The Custodian shall provide the Fund with at least 15 Business Days’ advance written notice of its intent to change the Subcustodian in a particular market. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, regulatory and legal status of a Subcustodian and the practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care or the Custodian’s own negligence, fraud, bad faith, or recklessness or willful misconduct in the performance of its obligations; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. The Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 5 contracts
Samples: Custody Agreement (AMG Funds II), Custody Agreement (AMG Funds IV), Custody Agreement (AMG Funds I)
Holding Securities. (a) Subject to the terms hereof, the Fund Trust hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular agreement with a Subcustodian, Depository or Foreign Custodian agreementDepository, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the each Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Custodian, as the Fund’s foreign custody manager, has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take all reasonable and appropriate action to recover such Losses from such Subcustodian. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is not a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself except to the extent any such Losses (1) are due to the fraud of such Subcustodian and the Custodian exercised reasonable care in the selection or retention of such Subcustodian or (2) are due to the insolvency of such Subcustodian and the Custodian, exercising reasonable care, could not have been able to anticipate the occurrence of such insolvency.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.Depository
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund in advance of any transfer of assets to such Foreign Depository, to the extent reasonably practicable under the circumstances with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 4 contracts
Samples: Custody Agreement (Invested Portfolios), Custody Agreement (Ivy Funds Variable Insurance Portfolios), Custody Agreement (Waddell & Reed Advisors Funds)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Client as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take appropriate action to recover such Losses from such Subcustodian, and the Custodian’s sole responsibility and liability to the Client shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by the Custodian). The Custodian’s responsibility for Losses with respect to Securities or cash held by a Subcustodian is limited to the failure on the part of the Custodian to exercise reasonable care in selecting and retaining such Subcustodian in light of prevailing rules, practices and procedures in the relevant market.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
Appears in 3 contracts
Samples: Custody Agreement (EGA Emerging Global Shares Trust), Custody Agreement (EGA Frontier Diversified Core Fund), Custody Agreement (Gabelli Natural Resources, Gold & Income Trust)
Holding Securities. (a) Subject to the terms hereof, the Fund Trust hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the each Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the each Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Trust’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to a Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by a Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Trust and/or each Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Trust with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund Trust of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund Trust acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 3 contracts
Samples: Custody Agreement (Northern Lights Fund Trust IV), Custody Agreement (Northern Lights Fund Trust IV), Custody Agreement (Two Roads Shared Trust)
Holding Securities. (a) Subject to the terms hereofhereof and any related service level agreement currently in effect between the parties, the each Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees for the benefit of the Fund on behalf of its Series. Securities held for the Fund a Series hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians and Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsa Series. The Custodian shall identify on its books and records the Securities and cash belonging to the Funda Series, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), the Custodian shall hold all securities and other financial assets, other than cash, of a Series that are delivered to it in a “securities account” with the Custodian for and in the name of such Series and except as precluded by Section 8-501(d) of the UCC shall treat all such assets other than cash (except as provided in Section 2.3 above) as “financial assets” as those terms are used in the UCC.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to a Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by a Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of reasonable costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Series by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the a Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the a Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Actrisks. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Each Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 3 contracts
Samples: Custody Agreement (Aim Investment Securities Funds (Invesco Investment Securities Funds)), Custody Agreement (Aim Variable Insurance Funds (Invesco Variable Insurance Funds)), Custody Agreement (Invesco Management Trust)
Holding Securities. (a) Subject to the terms hereofhereof and any related service level agreement currently in effect between the parties, the each Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees for the benefit of the Fund on behalf of its Series. Securities held for the Fund a Series hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians and Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. 1 Transport Layer Security (or TLS) is a cryptographic protocol that provides secure (encrypted) communication for e-mail exchanged over the Internet between two organizations. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsa Series. The Custodian shall identify on its books and records the Securities and cash belonging to the Funda Series, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), the Custodian shall hold all securities and other financial assets, other than cash, of a Series that are delivered to it in a “securities account” with the Custodian for and in the name of such Series and except as precluded by Section 8-501(d) of the UCC shall treat all such assets other than cash (except as provided in Section 2.3 above) as “financial assets” as those terms are used in the UCC.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to a Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by a Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of reasonable costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Series by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the a Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the a Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Actrisks. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Each Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 2 contracts
Samples: Custody Agreement (Invesco Exchange-Traded Self-Indexed Fund Trust), Custody Agreement (Invesco Exchange-Traded Fund Trust II)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian agreementagreement with a Subcustodian, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take all reasonable and appropriate action to recover such Losses from such Subcustodian. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is not a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself except to the extent any such Losses (1) are due to the fraud of such Subcustodian and the Custodian exercised reasonable care in the selection or retention of such Subcustodian or (2) are due to the insolvency of such Subcustodian and the Custodian, exercising reasonable care, could not have been able to anticipate the occurrence of such insolvency.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the CustodianDepository.
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund in advance of any transfer of assets to such Foreign Depository, to the extent reasonably practicable under the circumstances, it being understood that the Fund or its investment adviser direct the purchase and sale of securities which may be required to be maintained at a particular Foreign Depository, with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 2 contracts
Samples: Custody Agreement (Sequoia Fund Inc), Custody Agreement (Sequoia Fund Inc)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s cash account or in a commingled account in the name of Custodian as custodian or trustee for its customer at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 2 contracts
Samples: Custody Agreement (TCW Funds Inc), Custody Agreement (TCW Alternative Funds)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities and cash held for the Fund hereunder shall be segregated on the Custodian’s 's books and records from the Custodian’s 's own propertyproperty and the property of any other client. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, the Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s 's or a BNY Mellon Affiliate's agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a "Replacement Subcustodian"). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the '40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market in accordance with the provisions of section 17f-5 of the Investment Company Act of 1940 ("Required Care"). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund's or the Custodian's cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian ("Operational Losses"), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian's sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With In connection with Rule 17f-7 and with respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Fund, with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events. The Custodian shall withdraw the Fund's assets from a Foreign Depository as soon as reasonably practicable if the Foreign Depository no longer meets the requirements of this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Winton Diversified Opportunities Fund), Custody Agreement (Winton Diversified Opportunities Fund)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s 's books and records from the Custodian’s 's own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s 's or a BNY Mellon Affiliate's agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entityentity and applicable law. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a "Replacement Subcustodian"). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the '40 Act and Rule 17f-5 thereunder, if such determination is required by applicable law.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing law, rules, terms, practices and procedures in the relevant market ("Required Care"). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund's or the Custodian's cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian ("Operational Losses"), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian's sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 2 contracts
Samples: Custody Agreement (Aquila Municipal Trust), Custody Agreement (Aquila Funds Trust)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees for the benefit of the Fund. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 2 contracts
Samples: Custody Agreement (Context Capital Funds), Custody Agreement (Context Capital Funds)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to shall hold any Securities in registered form in the Fund’s name or a nominee name of the Custodian, in which neither the Custodian or one nor any of its nomineesaffiliates has any beneficial interest. Securities and cash held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own propertyproperty and the property of any other client, and no such clients shall have access to the property of the Fund. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.12.2, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.12.2, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. The Custodian shall provide the Fund with at least 15 Business Days’ advance written notice of its intent to change the Subcustodian in a particular market. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, regulatory and legal status of a Subcustodian and the practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care or the Custodian’s negligence, fraud, bad faith, or recklessness or willful misconduct in the performance of its obligations; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 2 contracts
Samples: Custody Agreement (AMG Pantheon Credit Solutions Fund), Custody Agreement (AMG Pantheon Private Equity Fund, LLC)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s 's books and records from the Custodian’s 's own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s 's or a BNY Mellon Affiliate's agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a "Replacement Subcustodian"). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the '40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market ("Required Care"). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund's or the Custodian's cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian ("Operational Losses"), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian's sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund Customer hereby authorizes the Custodian to hold any Securities received by it from time to time for the Customer’s account in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund Customer hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsCustomer. The Custodian shall identify on its books and records the Securities and cash belonging to the FundCustomer, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Customer’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Customer of cash credited to an Account and cash credited to the Customer’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Customer as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Written Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Customer by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary hereunder to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the FundCustomer, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Customer with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund Customer of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund Customer acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the each Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. The Custodian shall be responsible for the safekeeping of the Securities and cash received by it from time to time for a Fund’s account on the terms set forth herein and shall not release or otherwise transfer such Securities or cash except as contemplated herein or in accordance with a Fund’s instructions. Securities held for the a Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsapplicable Series, provided that to the extent reasonably possible in accordance with industry standards it is made apparent that the relevant Securities or other assets deposited therein do not belong to the Custodian or the Subcustodian. The Custodian shall identify on its books and records the Securities and cash Table of Contents belonging to the a Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the applicable Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection and retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to a Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than to the extent relating to a Country Risk Event). With respect to any Losses incurred by a Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses to the extent relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian); with respect to such Operational Losses, to the extent the applicable Series has not been made whole within a reasonable period of time, at such Series’ election and to the extent practicable under the circumstances and allowable under applicable law and not prohibited by the agreement between the Custodian and the Subcustodian such Series shall be subrogated to the rights of the Custodian against the Subcustodian.
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the applicable Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities Table of Contents intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the a Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Funds with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund Funds of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Actrisks. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Each Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Samples: Custody Agreement (Nexpoint Latin American Opportunities Fund)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian in a manner not inconsistent with this Agreement. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has been provided by the Custodian with information reasonably necessary to determine such Replacement Subcustodian eligibility under Rule 17f-5 under the ’40 Act, including a copy of the proposed agreement with such Replacement Subcustodian and has determined that utilization of such Replacement Subcustodian satisfies the requirements of Rule 17f-5 under the ’40 Act.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of the agreed upon terms hereunder and the prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a reasonable and customary claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care: provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso above), the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events. In the event that a Foreign Depository is unable to meet the requirements of Rule 17f-7(a) of the ‘40 Act, Custodian shall, as soon as reasonably practicable, provide written notice of such event to the Fund, and move the Fund’s assets as the parties consider appropriate.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take appropriate action to recover such Losses from such Subcustodian. The Custodian shall be liable to the Fund, or any Series, for any Losses caused by or resulting from the acts or omissions of any Subcustodian to the extent such acts or omissions would be deemed a failure of such Subcustodian to fulfill its obligations under the Subcustody Agreement with Custodian in accordance with its standards of care and in accordance with prevailing laws, rules, practices and procedures in the relevant market.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under risks, all in accordance with Rule 17f-7 l7f-7(a)(I)(i) of the 1940 ‘40 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
Appears in 1 contract
Samples: Custody Agreement (Powershares Exchange Traded Fund Trust)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection subsections (bc) and (d) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were caused by failure on the part of the Custodian to exercise Required Care or by the failure of the applicable Subcustodian to fulfill its obligations under its subcustody agreement with the Custodian; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the CustodianDepository.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund Client hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees, or where applicable, in the name of the Client. Securities held for the Fund Client hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.12.2, DepositoriesSubcustodians and, subject to subsection (c) of this Section 2.12.3, Depositories and Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or a Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories Depositories, or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsits clients. The Custodian shall identify on its books and records the Securities and cash belonging to the FundClient, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired.
. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (b) With respect to each Depository, a “Replacement Subcustodian”). In the event the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as selects a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(c) With respect to each Foreign DepositoryReplacement Subcustodian, the Custodian shall (i) provide not utilize such Replacement Subcustodian until after the Fund with an analysis Client’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the custody risks associated with maintaining assets with ’40 Act and Rule 17f-5 thereunder to the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risksextent applicable.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories, as being held for the benefit of the Fund. Subcustodians shall be required to identify such Securities on their books and records as being held for the account of the Custodian separate from other property of the Subcustodian and solely for the benefit of customers of the Custodian. Custodian will not commingle on its books and records the Fund's Securities with the Securities of other customers or with the proprietary assets of Custodian. Except as provided in Section 5, Custodian shall have no legal or beneficial interest in the Fund's cash, Securities or any other property held any Account. Notwithstanding anything to the contrary herein, absent prior written consent from the Fund, in no case shall Custodian pledge, repledge, hypothecate, rehypothecate, sell, lend or otherwise transfer or use any of the Securities. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall use commercially reasonable efforts to take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian), provided, however, that the Custodian exercised reasonable care in the selection and retention of such Subcostudian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market..
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund Customer hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund Customer hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this this
Section 2.12.1 Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsCustomers. The Custodian shall identify on its books and records the Securities and cash belonging to the FundCustomer, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Customer’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Customer of cash credited to an Account and cash credited to the Customer’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Customer as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Customer by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the FundCustomer, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund Customer with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund Customer of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund Customer acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees or, where applicable, in the name of the Fund. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ’40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care or the Custodian’s own fraud, bad faith, or willful misconduct in the performance of its obligations; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. For the avoidance of doubt, any such exercise of Required Care and any such limitation on liability described immediately above, remains subject to the Custodian’s standard of care and related provisions as more fully set forth at Section 8. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s 's own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.12.1 Subcustodians, Depositories, and subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian's or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian Subcustodian agreement, . Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use or a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to each Depositoryany Losses incurred by the Fund as a result or an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) notwithstanding Section8.1, shall exercise due care in accordance Operational losses with reasonable commercial standards in discharging its duties as a securities intermediary respect to obtain and thereafter maintain Securities or financial assets deposited cash held by the Custodian with or held in such Depository, through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable actor failure to act was that of the Custodian; and (ii) will provide, promptly upon request Operational losses with respect to Securities or cash held by the FundCustodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational losses were caused by failure on the part or the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. For the avoidance of doubt, any such reports as are available concerning the internal accounting controls exercise of Required Care and financial strength of any such limitation on liability described immediately above remains subject to the Custodian.
(c) ’s standard of care and related provisions as more fully set forth at Section 9. With respect to each Foreign Depositoryall other Operational losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall (i) provide take appropriate action to recover such Operational Losses from the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis applicable Subcustodian and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository 's sole liability shall be made on the basis of, limited to amounts recovered from such Subcustodian (exclusive of costs and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained expenses incurred by the Custodian, and shall not include any evaluation of Country Risks).
Appears in 1 contract
Samples: Custody Agreement (Oaktree Funds)
Holding Securities. (a) Subject to the terms hereof, the Fund Client hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund Client hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign utilize Subcustodians and Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entityDepository. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories Subcustodians will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsits clients. The Custodian shall identify on its books and records the Securities and cash belonging to the FundClient, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign DepositoriesSubcustodians. The In no event shall the Custodian shallbe liable for any Losses arising out of holding of Securities or cash in any particular country, directly or indirectly through Foreign Custodiansincluding but not limited to, DepositoriesLosses resulting from nationalization, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country expropriation or other jurisdiction in which governmental actions; regulation of the principal trading market for such Securities is locatedbanking or securities industry; exchange or currency controls or restrictions, where such Securities are to be presented for cancellation and/or payment and/or registration, devaluations or where such Securities are acquired.
(b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain fluctuations or currency redenomination; availability of Securities or financial assets deposited cash or held in such Depository, and market conditions which prevent the transfer of property or the execution of Securities transactions or affect the value of property (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian“Country Risk Events”).
(c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 1 contract
Samples: Custody Agreement (Destra International & Event-Driven Credit Fund)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees or, where applicable, in the name of the Fund. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care or the Custodian’s own fraud, bad faith, or willful misconduct in the performance of its obligations; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. For the avoidance of doubt, any such exercise of Required Care and any such limitation on liability described immediately above, remains subject to the Custodian’s standard of care and related provisions as more fully set forth at Section 8. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Samples: Custody Agreement (Oaktree Strategic Income II, Inc.)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians shall be held subject to the terms and conditions of the Custodian’s agreements with such Foreign Custodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign Custodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired.
(b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.. 45 A45006-01/01/11-CL-II
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund Client hereby authorizes the Custodian to hold any Securities Securities, cash and other property in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund Client hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The .
a. Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign utilize Subcustodians and Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities Notwithstanding the foregoing, where the Client is an investment company (as defined under the 40 Act), Custodian will not utilize a Subcustodian that is an “Eligible Foreign Custodian” (as defined in Rule 17f-5 under the 40 Act) to hold “Foreign Assets” (as defined in such Rule 17f-5) until after Custodian is informed, pursuant to such means as determined by Custodian, if it has agreed to act as Client’s “Foreign Custody Manager” (as defined in such Rule 17f-5), that Client’s board of directors or similar governing body or Client’s “Foreign Custody Manager” (as defined in such Rule 17f-5) (if not the Custodian) has determined that utilization of such Subcustodian satisfies the applicable requirements of such Rule 17f-5.
b. Securities, cash and cash other property held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities Securities, cash and cash other property deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entityDepository. Foreign Custodians Subcustodians may be authorized to hold Securities Securities, cash and other property in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice practice, the rules of a particular Depository or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign Custodians, Depositories Subcustodians or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsits clients. The Custodian shall identify on its books and records the Securities Securities, cash and cash other property belonging to the FundClient, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign DepositoriesSubcustodians. The In no event shall Custodian shallbe liable for any Losses arising out of the holding of Securities or cash in any particular country, directly or indirectly through Foreign Custodiansincluding but not limited to, DepositoriesLosses resulting from nationalization, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country expropriation or other jurisdiction in which governmental actions; regulation of the principal trading market for such Securities is locatedbanking or securities industry; exchange or currency controls or restrictions, where such Securities are to be presented for cancellation and/or payment and/or registration, devaluations or where such Securities are acquired.
(b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain fluctuations or currency redenomination; availability of Securities or financial assets deposited cash or held in such Depository, and market conditions which prevent the transfer of property or the execution of Securities transactions or affect the value of property (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian“Country Risk Events”).
(c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund certifies that the Parent Fund’s board or the Parent Fund’s foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were caused by failure on the part of the Custodian to exercise Required Care or by the failure of the applicable Subcustodian to fulfill its obligations under its subcustody agreement with the Custodian; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the CustodianDepository.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.such
Appears in 1 contract
Samples: Custody Agreement (Forum Funds)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund a Series hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fundsa Series. The Custodian shall identify on its books and records the Securities and cash belonging to the Funda Series, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Series by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian in a manner not inconsistent with this Agreement. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has been provided by the Custodian with information reasonably necessary to determine such Replacement Subcustodian eligibility under Rule 17f-5 under the ‘40 Act, including a copy of the proposed agreement with such Replacement Subcustodian and has determined that utilization of such Replacement Subcustodian satisfies the requirements of Rule 17f-5 under the ‘40 Act.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of the agreed upon terms hereunder and the prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a reasonable and customary claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Holding Securities. (a) Subject to the terms hereof, the Fund Trust hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bc) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (cd) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians Subcustodians participate. Unless otherwise required by local law or practice or a particular -agreement with a Subcustodian, Depository or Foreign Custodian agreementDepository, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the FundsFund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Custodian, as the Fund’s foreign custody manager, has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate) , the Custodian shall take all reasonable and appropriate action to recover such Losses from such Subcustodian. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is not a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself except to the extent any such Losses (1) are due to the fraud of such Subcustodian and the Custodian exercised reasonable care in the selection or retention of such Subcustodian or (2) are due to the insolvency of such Subcustodian and the Custodian, exercising reasonable care, could not have been able to anticipate the occurrence of such insolvency.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.Depository
(cd) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund in advance of any transfer of assets to such Foreign Depository, to the extent reasonably practicable under the circumstances with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 1 contract
Samples: Custody Agreement (Ivy High Income Opportunities Fund)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (b) of this Section 2.1, Depositories, subject to subsection (c) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians shall be held subject to the terms and conditions of the Custodian’s agreements with such Foreign Custodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participate. Unless otherwise required by local law or practice or a particular Foreign Custodian agreement, Securities deposited with Foreign Custodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign Custodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign Custodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired.
(b) With respect to each Depository, the Custodian (i) notwithstanding Section8.1Section 8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(c) With respect to each Foreign Depository, the Custodian shall (i) provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, (ii) monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c). The Fund acknowledges and agrees that the Custodian’s analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.
Appears in 1 contract
Samples: Custody Agreement (Dreyfus Municipal Bond Infrastructure Fund, Inc.)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. For the avoidance of doubt, any such exercise of Required Care and any such limitation on liability described immediately above remains subject to the Custodian’s standard of care and related provisions as more fully set forth at Section 9. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Samples: Custody Agreement (Oaktree Funds)
Holding Securities. (a) Subject Notwithstanding that Accounts shall be in the name of the Fund, subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nomineesnominees as may be applicable. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
Appears in 1 contract
Samples: Custody Agreement (Manning & Napier Fund, Inc /Ny/)
Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso) above, the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care reasonable care, prudence and diligence in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.
(ce) With respect to each Foreign Depository, the Custodian shall provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the “40 Act and shall exercise reasonable care, prudence and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
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Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (bd) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (ce) of this Section 2.1, Foreign Depositories and subject to Section 2.6, Foreign Custodians, in connection with its performance hereunder. Securities and cash held through Foreign Custodians a Subcustodian shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Foreign CustodiansSubcustodian. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Foreign Custodians Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Foreign Custodians participateSubcustodian participates. Unless otherwise required by local law or practice or a particular Foreign Custodian subcustodian agreement, Securities deposited with Foreign CustodiansSubcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Foreign CustodiansSubcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Foreign CustodiansSubcustodians, Depositories, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, registration or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian, the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.
(b) The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a Subcustodian in light of prevailing rules, terms, practices and procedures in the relevant market (“Required Care”). The Custodian shall be liable for repayment to the Fund of cash credited to an Account and cash credited to the Fund’s or the Custodian’s cash account at a Subcustodian that the Custodian is not able to recover from the Subcustodian (other than as a result of a Country Risk Event). With respect to any Losses incurred by the Fund as a result of an act or the failure to act by any Subcustodian (“Operational Losses”), the Custodian shall be liable for: (i) Operational Losses with respect to Securities or cash held by the Custodian with or through a BNY Mellon Affiliate to the extent the Custodian would be liable under this Agreement if the applicable act or failure to act was that of the Custodian; and (ii) Operational Losses with respect to Securities or cash held by the Custodian with or through a Subcustodian (other than a BNY Mellon Affiliate) to the extent that such Operational Losses were directly caused by failure on the part of the Custodian to exercise Required Care; provided that in no event shall the Custodian have any liability for Operational Losses arising out of or relating to a Country Risk Event. With respect to all other Operational Losses not covered by clauses (i) and (ii) (including the proviso above), the Custodian shall take appropriate action to recover such Operational Losses from the applicable Subcustodian and the Custodian’s sole liability shall be limited to amounts recovered from such Subcustodian (exclusive of costs and expenses incurred by the Custodian).
(c) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(d) With respect to each Depository, the Custodian (i) notwithstanding Section8.1, shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available to the Custodian concerning the internal accounting controls and financial strength of the CustodianDepositary.
(ce) With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) provide to make available to the Fund with in advance of any transfer of assets to such Foreign Depository, to the extent reasonably practicable under the circumstances an analysis of the custody risks associated with maintaining assets with the Foreign Depository, Depository and (ii) to monitor such custody risks on a continuing basis and (iii) promptly notify the Fund of any material change in such risks or if the Foreign Depository is no longer an Eligible Securities Depository under Rule 17f-7 of the 1940 Act. Notwithstanding Section 8.1, the Custodian will exercise reasonable care, prudence and diligence in performing its obligations under this subsection 2.1(c)risks. The Fund acknowledges and agrees that the Custodian’s such analysis and monitoring of custody risks associated with maintaining assets with a Foreign Depository shall be made on the basis of, and limited by, information gathered from Foreign Custodians Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country RisksRisk Events.
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