FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT dated as of February 4, 2005, between The Xxxxx American Fund
(the "Trust"), an unincorporated business trust formed and existing under the
laws of the Commonwealth of Massachusetts, acting on behalf of each of the
series of the Trust identified on Exhibit A hereto (each, a "Fund") and
Custodial Trust Company ("CTC"), a bank organized and existing under the laws of
the State of New Jersey.
WHEREAS, CTC serves as custodian for the assets of each Fund pursuant to
the Custody Agreement, dated as of July 22, 1988, between the Trust and CTC (the
"Custody Agreement");
WHEREAS, the Trust desires that the Funds maintain their Foreign Assets
(as hereinafter defined) in one or more foreign countries;
WHEREAS, the Trust wishes to appoint CTC as a Foreign Custody Manager on
the terms and conditions contained herein;
WHEREAS, CTC wishes to serve as a Foreign Custody Manager and perform
the duties set forth herein on the term and conditions contained herein;
NOW THEREFORE, in consideration of the agreements made herein, the Trust
and CTC hereby agrees as follows:
ARTICLE I
DEFINITIONS
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1.1 SPECIFIC DEFINITIONS. Whenever used in this Agreement, the following
terms, unless the context otherwise requires, shall mean:
(a) "BOARD" means the Board of Trustees of the Trust.
(b) "ELIGIBLE FOREIGN CUSTODIAN" has the same meaning as in Rule
17f-5.
(c) "ELIGIBLE SECURITIES DEPOSITORY" means a system for the central
handling of securities within the meaning of Section (b)(1) of Rule
17f-7.
(d) "FOREIGN ASSETS" of any Fund means investments of such Fund
(including foreign currencies) for which the primary market is outside
the United States, and such cash and cash equivalents as such Fund
considers necessary to effect its transactions in such investments.
(e) "QUALIFIED FOREIGN BANK" has the same meaning as in Rule 17f-5.
(f) "RULE 17f-5" means Rule 17f-5 under the Investment Company Act
of 1940, as amended.
(g) "RULE 17f-7" means Rule 17f-7 under the Investment Company Act
of 1940, as amended.
(h) "SPECIFIED COUNTRY" means any country listed on Exhibit B hereto
(as amended from time to time) in which Foreign Assets of any Fund are
or are to be held in custody.
1.2 OTHER DEFINITIONS. Capitalized terms used in this Agreement and not
otherwise defined in this Agreement shall have the meanings given such terms in
the Rule.
ARTICLE II
CTC AS A FOREIGN CUSTODY MANAGER
--------------------------------
2.1 DELEGATION AND ACCEPTANCE. The Trust hereby delegates to CTC, and CTC
hereby accepts such delegation and agrees to perform, with respect to each
Specified Country, the duties of Foreign Custody Manager set forth in this
Agreement.
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2.2 STANDARD OF CARE. In performing the duties of Foreign Custody Manager
set forth in this Agreement, CTC shall exercise reasonable care, prudence and
diligence such as a person having responsibility for the safekeeping of the
assets of the Funds would exercise.
ARTICLE III
DUTIES OF FOREIGN CUSTODY MANAGER
---------------------------------
3.1 SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. (a) For each Specified Country
in which Foreign Assets of the Funds are not held (or are not to be held) in
custody solely by an overseas branch of a U.S. Bank, CTC shall select from among
the Eligible Foreign Custodians in such Specified Country (if there are any) one
or more Eligible Foreign Custodians in whose care Foreign Assets held or to be
held in custody in such Specified Country may be placed and maintained, provided
that CTC has determined with respect to each such selected Eligible Foreign
Custodian (I) that Foreign Assets placed and maintained with it will be subject
to reasonable care based on the standards applicable to custodians in the
relevant market, and (II) that any custody arrangement with such Eligible
Foreign Custodian will be governed by a written contract containing the
provisions specified in Section 3.1(c) below which will provide reasonable care
for such Foreign Assets based on the standards applicable to custodians in the
relevant market.
(b) In making with respect to any Eligible Foreign Custodian the
determination required by Section 3.1(a)(i) above, CTC shall consider all
factors that it deems relevant to the safekeeping of Foreign Assets by such
Eligible Foreign Custodian including, without limitation:
(i) such Eligible Foreign Custodian's practices, procedures and
internal controls, including, but not limited to, the physical
protection available for certificated securities, the method of keeping
custodial records, and security and data protection practices;
(ii) whether such Eligible Foreign Custodian has the requisite
financial strength to provide reasonable care for the Foreign Assets of
the Funds placed in its care;
(iii) the general standing and reputation of such Eligible Foreign
Custodian; and
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(iv) whether each Fund whose Foreign Assets are placed in the care of
such Eligible Foreign Custodian will have jurisdiction over and be able
to enforce judgments against it, due to, for example, such Eligible
Foreign Custodian having an office in the United States, or having
otherwise submitted to jurisdiction in the United States, or having
appointed an agent for the service of process in the United States.
(c) CTC shall not with respect to any written contract with any Eligible
Foreign Custodian make the determination required by Section 3.1(a)(ii) above
unless such contract contains at least (I) provisions that provide:
(A) for indemnification or insurance (or any combination of the
foregoing) such that the Funds will be adequately protected against the
risk of loss of Foreign Assets held in accordance with such contract;
(B) that Foreign Assets in the care of such Eligible Foreign
Custodian will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of such Eligible Foreign Custodian
except a claim of payment for their safe custody or administration or,
in the case of cash deposits, liens or rights in favor of creditors of
such Eligible Foreign Custodian arising under bankruptcy, insolvency or
similar laws;
(C) that beneficial ownership of Foreign Assets in the care of such
Eligible Foreign Custodian will be freely transferable without the
payment of money or value to such Eligible Foreign Custodian other than
for safe custody or administration;
(D) that adequate records will be maintained identifying the Foreign
Assets of the Funds in the care of such Eligible Foreign Custodian
either as belonging to the Funds or as being held by a third party for
their benefit;
(E) that the independent public accountants of any Fund whose
Foreign Assets are in the care of such Eligible Foreign Custodian will
be given access to such records (concerning such Foreign Assets) or
confirmation of the contents of such records; and
(F) that such Eligible Foreign Custodian will provide, for delivery
to any Fund whose Foreign Assets are in its care, sufficient and timely
periodic reports with respect to the safekeeping of such Foreign Assets,
including, but not limited to, notification of any transfer to or from
such Fund's account or a third party account containing such Foreign
Assets;
or (II) in lieu of any or all of the foregoing provisions (the "Omitted
Provisions"), such other provisions as CTC may determine will provide, in their
entirety, the same or greater level of care for
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the Foreign Assets in the care of such Eligible Foreign Custodian as the Omitted
Provisions in their entirety.
3.2 CONDITIONS OF SELECTION PROCESS. (a) In selecting an Eligible Foreign
Custodian in any Specified Country in the manner provided for in Section 3.1
above, CTC need not examine all Eligible Foreign Custodians in such Specified
Country, but may select the first Eligible Foreign Custodian with respect to
which it makes the determinations required by Section 3.1(a) above.
(b) The Trust understands that in making any selection of an Eligible
Foreign Custodian pursuant to Section 3.1 above, CTC may, without independent
examination on its part but subject to the standard of care to which it is held
in Section 2.2 above, rely upon examinations performed and determinations made
by Citibank, N.A. or such other operator of a global custody system as the Trust
may from time to time approve.
3.3 MONITORING. By means of a system established either by CTC or by
Citibank, N.A. or such other operator of a global custody system as the Trust
may from time to time approve, and subject to Section 3.4 below, CTC shall
monitor at reasonable intervals (but at least annually) (A) based on factors
that include those specified in Section 3.1 (b) above, the continuing
appropriateness of maintaining the Foreign Assets of each Fund with each
Eligible Foreign Custodian in whose care the Foreign Assets of such Fund have
been placed pursuant to Section 3.1 above and (B) based on the factors specified
in Section 3.1(c) above, the continuing appropriateness of the written contract
that governs each Fund's custody arrangement with each such Eligible Foreign
Custodian.
3.4 APPROPRIATENESS. In making any determination of appropriateness pursuant
to Section 3.3 above, CTC shall not be required to consider or evaluate any
prevailing country risk associated with investment in a particular country.
Country risk includes, but is not limited to (A) nationalization, expropriation
or other governmental actions, (B) market conditions which affect the orderly
execution of securities transactions or affect the value of securities, (C)
currency devaluations and other currency fluctuations, and (D) systemic risks of
holding assets in a particular country such as
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(I) financial infrastructure, (II) prevailing custody and settlement practices
(including the use of Eligible Securities Depositories ), (III) regulation of
the banking and securities industries (including laws and regulations relating
to the safekeeping and recovery of assets held pursuant to custody agreements),
and (IV) currency controls and restrictions.
3.5 REPORTING. (a) Upon the request of the Trust, CTC shall provide the
Board with written reports of (I) the placement of any Foreign Assets of any
Fund with a particular Eligible Custodian at the end of the calendar quarter in
which such placement occurs, and (II) any material change in the custody
arrangements of any Fund with any Eligible Foreign Custodian promptly after the
occurrence of such material change.
(b) CTC shall promptly advise the Trust whenever a custody arrangement of
any Fund with any Eligible Foreign Custodian selected by CTC pursuant to Section
3.1 above no longer meets the requirements of the Rule.
3.6 LIMITATION REGARDING ELIGIBLE SECURITIES DEPOSITORIES. Notwithstanding
anything in this Agreement to the contrary, CTC's duties as Foreign Custody
Manager under this Agreement shall not apply to Eligible Securities Depositories
or to any custody arrangement with any of them.
3.7. PRIOR NOTICE. The Trust understands that CTC in order to perform its
duties with respect to custody arrangements in a particular Specified Country
may require reasonable advance notice of a Fund's intention to invest in such
Specified Country.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
------------------------------
4.1 REPRESENTATIONS OF THE TRUST. The Trust represents and warrants (A) that
this Agreement has been duly authorized, executed and delivered by the Trust,
and constitutes a valid and legally binding obligation of the Trust enforceable
in accordance with its terms, (B) that no statute,
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regulation, rule, order, judgement or contract binding on the Trust prohibits
the Trust's execution or performance of this Agreement, and (C) that the Board
and/or the investment adviser of each Fund has or will have considered the
country risks (as described in part in Section 3.4 above) associated with
investment in each Specified Country in which such Fund has or will have
invested.
4.2 REPRESENTATIONS OF CTC. CTC represents and warrants (A) that it is duly
organized and existing under the laws of the State of New Jersey, with full
corporate power to carry on its businesses as now conducted, to enter into this
Agreement and to perform its obligations hereunder, (B) that this Agreement has
been duly authorized, executed and delivered by CTC, and constitutes a valid and
legally binding obligation of CTC enforceable in accordance with its terms, and
(C) that no statute, regulation, rule, order, judgement or contract binding on
CTC prohibits its execution or performance of this Agreement.
ARTICLE V
LIABILITIES AND INDEMNIFICATION
-------------------------------
5.1 LIMITATION ON CTC LIABILITY. CTC shall be without liability to any Fund
or the Trust for any loss, damage, cost, expense (including attorneys' fees and
disbursements), liability or claim which does not arise from CTC's failure to
adhere to the standard of care imposed in Section 2.2 above. In no event shall
CTC be liable (I) for any such loss, damage, cost, expense, liability or claim
arising from war, riots, civil commotion, strikes, labor disputes, governmental
actions, laws or regulations, embargoes, natural disasters, or any other such
cause or contingency (whether constituting a form of country risk or not) beyond
the control of CTC or any Eligible Foreign Custodian selected by it pursuant to
this Agreement, or (II) for special, incidental or consequential damages, even
if CTC has been advised of the possibility of such damages.
5.2 INDEMNIFICATION BY CTC. CTC shall indemnify and hold harmless the Trust
and each Fund from and against any and all costs, expenses, damages, liabilities
or claims (including reasonable attorney's and accountants' fees) arising from
any failure by CTC to perform its obligations under
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this Agreement at the standard of care to which it is held in Section 2.2 above
if such failure arises from bad faith, willful misconduct or negligence on the
part of CTC, provided that neither the Trust nor any Fund shall be indemnified
and held harmless from and against special, incidental or consequential damages,
even if CTC has been advised of the possibility of such damages.
5.3 INDEMNIFICATION BY FUNDS. Each Fund, severally and not jointly, shall
indemnify and hold harmless CTC from and against any and all costs, expenses,
damages, liabilities or claims (including reasonable attorneys' and accountants'
fees) arising from CTC's performance of its obligations under this Agreement
with respect to such Fund, provided that CTC shall not be indemnified and held
harmless from and against (A) any such costs, expenses, damages, liabilities or
claims arising from bad faith, willful misconduct or negligence on the part of
CTC, or (b) special, incidental or consequential damages, even if the Trust or
any Fund has been advised of the possibility of such damages.
5.4 EXPRESS DUTIES ONLY. CTC shall have no duties or obligations whatsoever
as Foreign Custody Manager except such duties and obligations as are
specifically set forth in this Agreement, and no covenant or obligation shall be
implied in this Agreement against CTC. CTC shall have no discretion whatsoever
as Foreign Custody Manager with respect to the management, disposition or
investment of the assets of any Fund and is not a fiduciary to the Trust or any
Fund under this Agreement. In no event shall CTC be liable for any country risks
(as described in part in Section 3.4 above) associated with investments in a
particular country.
ARTICLE VI
MISCELLANEOUS
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6.1 ADDRESS FOR NOTICES. Unless otherwise specified herein, all demands,
notices, instructions, and other communications to be given hereunder shall be
sent, delivered or given to the recipient at the address, or the relevant
telephone number, set forth after its name hereinbelow:
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If to the Trust:
c/o Xxxx Xxxxx & Company, Incorporated
00 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: COMPLIANCE DEPARTMENT
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to CTC:
CUSTODIAL TRUST COMPANY
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: SENIOR VICE PRESIDENT - COMPLIANCE
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as either party hereto shall have provided to the other
by notice given in accordance with this Section 6.1.
6.2 NO WAIVER. No failure by either party hereto to exercise, and no delay
by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
6.3 AMENDMENTS. This Agreement and the Exhibits hereto cannot be changed
orally and no amendment to this Agreement or any of such Exhibits shall be
effective unless evidenced by an instrument in writing executed by the parties
hereto.
6.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
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6.5 SEVERABILITY. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.
6.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; PROVIDED, HOWEVER, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party. Any
purported assignment in violation of this Section 6.6 shall be void.
6.7 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law principles thereof.
6.8 JURISDICTION. Any suit, action or proceeding with respect to this
Agreement may be brought in the Supreme Court of the State of New York, County
of New York, or in the United States District Court for the Southern District of
New York, and the parties hereto hereby submit to the non-exclusive jurisdiction
of such courts for the purpose of any such suit, action or proceeding, and
hereby waive for such purpose any other preferential jurisdiction by reason of
their present or future domicile or otherwise.
6.9 HEADINGS. The headings of sections in this Agreement are for convenience
of reference only and shall not affect the meaning or construction of any
provision of this Agreement.
6.10 TERMINATION. This Agreement shall automatically terminate as soon as the
Custody Agreement ceases to be in effect, and may otherwise be terminated by
either party giving to the other party a notice in writing specifying the date
of such termination, which shall not be less than thirty (30) days after the
date of the giving of such notice.
6.11 FEES. In consideration of the services provided by CTC hereunder, each
Fund shall pay to CTC such compensation and out-of-pocket expenses as may be
agreed upon from time to time.
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6.12 CONFLICTS WITH CUSTODY AGREEMENTS. In the event of any conflict between
this Agreement and the Custody Agreement, the terms of this Agreement shall
prevail.
6.13 SEPARATE FUNDS. Every reference in this Agreement to a Fund shall be
deemed a reference solely to the particular Fund referred to. Under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund constitute a right, obligation or remedy applicable to any other
Fund. In particular, and without otherwise limiting the scope of this Section
6.13, CTC shall have no right to set off claims against one Fund by applying
thereto the property of any other Fund.
6.14 LIMITATION OF LIABILITY. The Trust represents that a copy of its
Agreement and Declaration of Trust, dated APRIL 6, 1988, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts. This Agreement has been executed on behalf of the
Trust by the undersigned officer of the Trust in his capacity as an officer of
the Trust. The obligations of this Agreement shall be binding upon the assets
and property of the applicable Fund only and shall not be binding upon any
trustee, officer or shareholder of the Trust individually.
IN WITNESS WHEREOF, the Trust, on behalf of each Fund individually and
not jointly, and CTC have caused this Agreement to be executed by their
respective officers thereunto duly authorized, all as of the date first above
written.
CUSTODIAL TRUST COMPANY THE XXXXX AMERICAN FUND
By:________________________ By:__________________________
Name: Name: Xxxxxxxxx X. Xxxx
Title: Title: Treasurer
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EXHIBIT A
---------
NAME OF FUND
------------
Xxxxx American Balanced Portfolio
Xxxxx American Income & Growth Portfolio
Xxxxx American Small Capitalization Portfolio
Xxxxx American Growth Portfolio
Xxxxx American MidCap Growth Portfolio
Xxxxx American Leveraged AllCap Portfolio
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EXHIBIT B
---------
COUNTRIES
CITIBANK SUB-CUSTODIAN NETWORK
------------------------------------- -----------
Branches/subsidiaries 44
------------------------------------- -----------
Third-party agents 28
------------------------------------- -----------
ICSDs 2
------------------------------------- -----------
TOTAL 74
------------------------------------- -----------
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SUB-CUSTODIAN NETWORK
------------------ ------------------------------------------ ------------------
COUNTRY SUB-CUSTODIAN STATUS
------------------ ------------------------------------------ ------------------
Argentina Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Australia Subsidiary
CITIBANK PTY LIMITED
------------------ ------------------------------------------ ------------------
Austria Citibank N.A (through Milan) Branch
------------------ ------------------------------------------ ------------------
Bahrain Agent
HSBC BANK MIDDLE EAST
------------------ ------------------------------------------ ------------------
Bangladesh Standard Chartered Bank Agent
------------------ ------------------------------------------ ------------------
Belgium Fortis Bank (Nederland) NV Agent
------------------ ------------------------------------------ ------------------
Bermuda Bank of Bermuda Agent
------------------ ------------------------------------------ ------------------
Botswana Barclays Bank of Botswana Limited Agent
------------------ ------------------------------------------ ------------------
Brazil Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Bulgaria ING NV Xxxxx Xxxxxx Agent
------------------ ------------------------------------------ ------------------
Canada Citibank Canada Subsidiary
------------------ ------------------------------------------ ------------------
Chile Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
China Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Colombia Cititrust Colombia S.A Subsidiary
------------------ ------------------------------------------ ------------------
Costa Rica Banco BCT Agent
------------------ ------------------------------------------ ------------------
Croatia Privredna Banka Zagreb Dd. Agent
------------------ ------------------------------------------ ------------------
Cyprus Hellenic Bank Ltd Agent
------------------ ------------------------------------------ ------------------
Czech Republic Citibank, AS Subsidiary
------------------ ------------------------------------------ ------------------
Denmark Nordea Bank Danmark A/S Agent
------------------ ------------------------------------------ ------------------
Dubai (U.A.E.) The Hongkong & Shanghai Banking Corp Agent
------------------ ------------------------------------------ ------------------
Egypt Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Estonia Hansabank Ltd Agent
------------------ ------------------------------------------ ------------------
Finland Nordea Bank Finland Plc Agent
------------------ ------------------------------------------ ------------------
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------------------ ------------------------------------------ ------------------
France Citibank International Plc. Subsidiary
------------------ ------------------------------------------ ------------------
Germany Citigroup Global Markets
Deutschland AG & Co. KgaA Subsidiary
------------------ ------------------------------------------ ------------------
Greece Citibank International Plc. Subsidiary
------------------ ------------------------------------------ ------------------
Hong Kong Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Hungary Citibank Rt Subsidiary
------------------ ------------------------------------------ ------------------
Iceland Kaupthing Bank (Arion Custody Services) Agent
------------------ ------------------------------------------ ------------------
India Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Indonesia Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Ireland Citibank International Plc Branch
------------------ ------------------------------------------ ------------------
Israel Bank Hapoalim Agent
------------------ ------------------------------------------ ------------------
Italy Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Japan Citibank N.A. Branch
------------------ ------------------------------------------ ------------------
Jordan Arab Bank. Agent
------------------ ------------------------------------------ ------------------
Kazakhstan SB HSBC Kazakhstan JSC Agent
------------------ ------------------------------------------ ------------------
Korea Citibank Korea, Inc. Subsidiary
------------------ ------------------------------------------ ------------------
Latvia Hansabank Agent
------------------ ------------------------------------------ ------------------
Lithuania HansaBank Agent
------------------ ------------------------------------------ ------------------
Malaysia Citibank Berhad Subsidiary
------------------ ------------------------------------------ ------------------
Malaysia Citibank Berhad Subsidiary
------------------ ------------------------------------------ ------------------
Malta HSBC Bank Malta plc Agent
------------------ ------------------------------------------ ------------------
Mexico Banamex S.A. Subsidiary
------------------ ------------------------------------------ ------------------
Morocco Banque Commerciale du Maroc Agent
------------------ ------------------------------------------ ------------------
Netherlands Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
New Zealand Citibank Nominees (New Zealand) Limited Subsidiary
------------------ ------------------------------------------ ------------------
Norway Nordea Bank Norge ASA Agent
------------------ ------------------------------------------ ------------------
Pakistan Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Peru Citibank del Peru S.A. Subsidiary
------------------ ------------------------------------------ ------------------
Philippines Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Poland Bank Handlowy w Warszawie S.A. Subsidiary
------------------ ------------------------------------------ ------------------
Portugal Citibank International Plc Subsidiary
------------------ ------------------------------------------ ------------------
Puerto Rico Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Romania Citibank Romania S.A Subsidiary
------------------ ------------------------------------------ ------------------
Russia ZAO Citibank Subsidiary
------------------ ------------------------------------------ ------------------
Singapore Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Slovak Republic Ceskoslovenska Obchodni Banka A.S (CSOB) Agent
------------------ ------------------------------------------ ------------------
Slovenia Bank Austria Agent
------------------ ------------------------------------------ ------------------
South Africa First National Bank of
South Africa Limited Agent
------------------ ------------------------------------------ ------------------
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------------------ ------------------------------------------ ------------------
Spain Citibank International Plc Subsidiary
------------------ ------------------------------------------ ------------------
Sri Lanka Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Sweden SEB Agent
------------------ ------------------------------------------ ------------------
Switzerland Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Taiwan Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Thailand Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Turkey Citibank A.S. Subsidiary
------------------ ------------------------------------------ ------------------
Ukraine ING Bank Agent
------------------ ------------------------------------------ ------------------
United Kingdom Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
United States Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Venezuela Citibank, N.A. Branch
------------------ ------------------------------------------ ------------------
Zimbabwe Barclays Bank of Zimbabwe Limited Agent
------------------ ------------------------------------------ ------------------
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INTERNATIONAL CENTRAL SECURITIES DEPOSITORIES
------------------ ------------------------------------------ ------------------
Euroclear Depository
------------------ ------------------------------------------ ------------------
Clearstream Depository
------------------ ------------------------------------------ ------------------
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