DOMESTIC CUSTODY AGREEMENT BETWEEN [THE CUSTOMER] AND JPMORGAN CHASE BANK, N.A. Form Domestic Custody Agreement (Mutual Fund) February 28, 2007
STRICTLY PRIVATE AND
CONFIDENTIAL
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_lg.jpg)
DOMESTIC CUSTODY
AGREEMENT
BETWEEN
[THE CUSTOMER]
AND
JPMORGAN CHASE BANK,
N.A.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
1
|
|||
1.
|
Intention
of the Parties; Definitions
|
1
|
|
1.1
|
Intention
of the Parties
|
1
|
|
1.2
|
Definitions
|
1
|
|
2.
|
What
Bank is Required to Do
|
3
|
|
2.1
|
Set
Up Accounts
|
3
|
|
2.2
|
Cash
Account
|
3
|
|
2.3
|
Segregation
of Assets; Nominee Name
|
4
|
|
2.4
|
Settlement
of Transactions
|
4
|
|
2.5
|
Contractual
Settlement Date Accounting
|
4
|
|
2.6
|
Actual
Settlement Date Accounting
|
5
|
|
2.7
|
Income
Collection (AutoCredit®)
|
5
|
|
2.8
|
Miscellaneous
Administrative Duties
|
6
|
|
2.9
|
Corporate
Actions
|
6
|
|
2.10
|
Class
Action
|
6
|
|
2.11
|
Proxies
|
7
|
|
2.12
|
Statements
of Account
|
7
|
|
2.13
|
Access
to Bank’s Records
|
7
|
|
2.14
|
Tax
Relief Services
|
8
|
|
2.15
|
Notification
|
8
|
|
3.
|
Instructions
|
8
|
|
3.1
|
Acting
on Instructions; Method of Instruction and Unclear
Instructions
|
8
|
|
3.2
|
Verification
and Security Procedures
|
8
|
|
3.3
|
Instructions
Contrary to Law/Market Practice
|
9
|
|
3.4
|
Cut-Off
Times
|
9
|
|
3.5
|
Electronic
Access
|
9
|
|
4.
|
Fees,
Expenses and Other Amounts Owing to Bank
|
9
|
|
4.1
|
Fees
and Expenses
|
9
|
|
4.2
|
Overdrafts
|
10
|
|
4.3
|
Bank’s
Right Over Securities; Set-off
|
10
|
|
5.
|
Securities
Depositories
|
10
|
|
5.1
|
Use
of Securities Depositories
|
10
|
|
6.
|
Additional
Provisions Relating to Customer
|
11
|
|
6.1
|
Representations
of Customer and Bank
|
11
|
|
6.2
|
Customer
to Provide Certain Information to Bank
|
11
|
6.3
|
Customer
is Liable to Bank Even if it is Acting for Another Person
|
11
|
|
7.
|
When
Bank is Liable to Customer
|
12
|
|
7.1
|
Standard
of Care; Liability
|
12
|
|
7.2
|
Force
Majeure
|
13
|
|
7.3
|
Bank
May Consult With Counsel
|
13
|
|
7.4
|
Bank
Provides Diverse Financial Services and May Generate Profits as a
Result
|
13
|
|
7.5
|
Assets
Held Outside Bank’s Control
|
13
|
|
7.6
|
Ancillary
services
|
14
|
|
8.
|
Taxation
|
14
|
|
8.1
|
Tax
Obligations
|
14
|
|
8.2
|
Tax
Relief Services With Respect to American Depository
Receipts
|
15
|
|
9.
|
Termination
|
15
|
|
9.1
|
Term
and Termination
|
15
|
|
9.2
|
Exit
Procedure
|
16
|
|
10.
|
Miscellaneous
|
16
|
|
10.1
|
Notices
|
16
|
|
10.2
|
Successors
and Assigns
|
16
|
|
10.3
|
Interpretation
|
17
|
|
10.4
|
Entire
Agreement
|
17
|
|
10.5
|
Insurance
|
17
|
|
10.6
|
Security
Holding Disclosure
|
17
|
|
10.7
|
USA
PATRIOT Act Disclosure
|
17
|
|
10.8
|
Governing
Law and Jurisdiction
|
17
|
|
10.9
|
Severability;
Waiver; and Survival
|
18
|
|
10.10
|
Confidentiality
|
18
|
|
10.11
|
Counterparts
|
19
|
|
10.12
|
No
Third Party Beneficiaries
|
19
|
|
SCHEDULE
1
|
20
|
||
Persons
Authorized To Give Instructions
|
20
|
||
SCHEDULE
2
|
22
|
||
Authorized
Fund Managers/Advisers
|
22
|
||
APPENDIX
A TO SCHEDULE 2
|
23
|
||
Specimen
Fund Manager Mandate
|
23
|
||
SCHEDULE
3
|
25
|
||
Electronic
Access
|
25
|
||
EXHIBIT
1 TO SCHEDULE 3
|
27
|
||
Products
|
27
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
This
Agreement, dated ____________________, 200__, is between JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (“Bank”), with a place of business at
[________________________]; and [________________________] (“Customer”), a
company registered under the Investment Company Act of 1940, as amended, with a
place of business
at [________________________________________].
1.
|
Intention of the Parties;
Definitions
|
|
1.1
|
Intention of the
Parties
|
|
(a)
|
This Agreement sets out the terms
on which Bank will be providing custodial, settlement and other
associated services to the Customer. Bank will be responsible
for the performance of only those duties set forth in this
Agreement.
|
|
(b)
|
The Customer acknowledges that
Bank is not providing any legal, tax or investment advice in connection with the services under this
Agreement.
|
|
(c)
|
It is the intention of the parties
that the services
offered by Bank under
this Agreement with respect to the custody of Securities and
related settlement services will be limited to Securities that are issued
in the United States (“U.S.”) by an issuer that is organized
under the laws of the U.S. or any state thereof, or that are both traded
in the U.S. and eligible for deposit in a U.S.
Securities Depository.
|
|
1.2
|
Definitions
|
As used herein, the following terms have
the meaning hereinafter stated.
“Account” has the meaning set forth in
Section 2.1 of this
Agreement.
“Affiliate” means an entity that controls, controlled by, or under common control
with, Bank.
“Applicable
Law” means any applicable
statute, treaty, rule, regulation or common law and any applicable decree,
injunction, judgement, order, formal interpretation or ruling issued by a court
or governmental
entity.
“Authorized
Person” means any person
who has been designated by written notice from the Customer in the form of Schedules 1 or 2 as the case may be (or by written
notice in the form of Appendix A to Schedule 2 from any agent designated by
the Customer under this
Agreement, including,
without limitation, an investment manager) to act on behalf of the Customer under
this Agreement. Such persons will continue to be Authorized Persons until such time as Bank
receives and has had reasonable time to act upon Instructions from the Customer (or its
agent) that any such person is no longer an Authorized Person.
“Bank
Indemnitees” means Bank and
its nominees, directors, officers,
employees and agents.
“Cash
Account” has the meaning
set forth in Section 2.1(a)(ii).
“Confidential
Information” means and includes all non-public
information concerning the Customer or the Accounts which Bank receives in the
course of providing services under this Agreement. Nevertheless, the term
Confidential Information shall not include information which is or
becomes available to the general public by means other than Bank’s breach of the terms of this Agreement
or information which Bank obtains on a non-confidential basis from a person who
is not known to be subject to any obligation of confidence to any
person with respect to that information.
“Corporate
Action” means any
subscription right, bonus issue, stock repurchase plan, redemption, exchange,
tender offer, or similar matter with respect to a Financial Asset in the Securities Account that require
discretionary action by the holder, but does not include rights
with respect to class action litigation or proxy
voting.
“Entitlement
Holder” means the person named on the records of
a Securities Intermediary as the person having a Securities Entitlement
against the Securities Intermediary.
“Financial
Asset” means a Security and refers, as the
context requires, either to the asset itself or to the means by which a
person’s claim to it is evidenced, including a
Security, a security
certificate or a Securities Entitlement. “Financial
Asset” does not include
cash.
“Instruction” means an instruction that has been
verified in accordance with a Security Procedure or, if no Security Procedure is
applicable, which Bank believes in good faith to have been given by an
Authorized Person.
“Liabilities” means any liabilities, losses, claims, costs,
damages, penalties, fines, obligations, or expenses of any kind whatsoever
(including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and
disbursements).
“Securities” means stocks, bonds, rights, warrants and
other negotiable and non-negotiable instruments, whether issued in certificated or
uncertificated form, that are commonly traded or dealt in on securities exchanges or financial
markets or other
obligations of an
issuer, or shares, participations and
interests in an issuer recognized in the country in which it is issued
or dealt in as a medium for investment and any other property as may be
acceptable to Bank for the
Securities Account.
“Securities
Account” means each
Securities custody account on Bank’s records to which Financial Assets are or may be credited under this
Agreement.
“Securities
Depository” means any
securities depository, dematerialized book entry system or similar
system.
“Security Entitlement” means the rights and property interests
of an Entitlement Holder with respect to a Financial Assets as set forth in Part
5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time
to time.
“Security Intermediary” means Bank, a Securities Depository and
any other financial institution which in the ordinary course of business
maintains Securities custody accounts for others and acts in that capacity.
“Security
Procedure” has the meaning set forth in
Section 3.2(a).
All terms in the singular will have the
same meaning in the plural unless the context otherwise provides and
vice versa.
2.
|
What Bank is Required to Do
|
|
2.1
|
Set Up
Accounts
|
|
(a)
|
Bank will establish and maintain the following accounts (“Accounts”): |
|
(i)
|
one or more Securities Accounts in the name of
Customer for Financial Assets, which may be received by or on behalf of Bank
for the account of Customer, including as an Entitlement Holder;
and
|
|
(ii)
|
one or more accounts in the name of Customer
(“Cash Account”) for any and all cash received by
or on behalf of Bank for the account of
Customer.
|
|
(b)
|
At the request of Customer,
additional Accounts may be opened in the future, which will be
subject to the terms
of this Agreement:
|
|
(i)
|
in accordance with the provisions
of an agreement among Customer and a broker-dealer (registered under the
Securities and Exchange Act of 1934 (“Exchange Act”) and a member of the National
Association of Securities Dealer, Inc. (“NASD”), or any futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange (or the Commodity
Futures Trading Commission or any
registered contract market), or of any similar organization, regarding
escrow or other arrangements in connection with transactions by
Customer;
|
|
(ii)
|
for the purpose of segregating
cash or Financial Assets with options purchased or sold by Customer; and
|
|
(iii)
|
for any other corporate purposes
as per the Instruction of an Authorized
Person.
|
|
2.2
|
Cash
Account
|
|
(a)
|
Except as otherwise provided in
Instructions acceptable to Bank, all cash held in the Cash
Account will be deposited during the period it is credited to the
Accounts in one or more deposit accounts at Bank in which cash shall not be
subject to withdrawal by check or draft. Funds credited to the
Cash Account will be transferred by Bank by means of Instruction
(“payment
order”) to a Bank
administrator assigned to Customer. Payment orders and
Instructions seeking to cancel payment orders or to amend payment orders
shall be verified in accordance with a Security Procedure or, if no
Security Procedure is applicable, Bank may execute or pay payment orders issued
in Customer’s name which Bank believes in good
faith to have been given by an Authorized Person.
|
|
(b)
|
Any amounts credited by Bank to
the Cash Account on the basis of a notice or an interim credit from a
third party, may be reversed if Bank does not receive final payment in
a timely manner. Bank will notify Customer promptly
of any such reversal.
|
|
2.3
|
Segregation of Assets; Nominee
Name
|
|
(a)
|
Bank will identify in its books
that Financial Assets
credited to
Customer’s Securities Account belong to Customer
(except as otherwise may be agreed by Bank and
Customer).
|
|
(b)
|
Bank is authorized, in its
discretion:
|
|
(i)
|
to hold in bearer form, such
Financial
Assets as are customarily held in bearer
form or are delivered to Bank in bearer form;
|
|
(ii)
|
to hold Financial Assets in or deposit Financial Assets with any Securities
Depository or
settlement system;
|
|
(iii)
|
to hold Financial Assets in
omnibus accounts on a fungible basis and to accept delivery of Financial
Assets of the same class and denomination as those deposited with
Bank;
and
|
|
(iv)
|
to register in the name of
Customer, Bank, a Securities Depository, or their respective nominees,
such Financial
Assets as are customarily held in
registered form.
|
|
2.4
|
Settlement of
Transactions
|
Subject to Article 3 and Section 4.2 of this Agreement, Bank will act in accordance with
Instructions with respect to the settlement of
transactions. Settlement will be conducted in accordance with
prevailing standards of the market in which the transaction occurs. Without limiting the generality of the
foregoing, the risk of loss will be borne by Customer whenever Bank delivers Financial Assets
or payment in accordance with applicable market practice in advance of receipt
or settlement of the expected consideration. In the case of the failure
of Customer’s counterparty (or other appropriate
party) to deliver the expected consideration as agreed, Bank will contact the
counterparty to seek settlement and will notify Customer of such
failure.
|
2.5
|
Contractual Settlement Date
Accounting
|
|
(a)
|
Should Customer request to have
Bank’s Contractual Settlement Date
Accounting Service, Bank will effect book entries on a
contractual settlement date accounting basis as described below with
respect to the settlement of transactions in those markets where Bank
generally offers contractual settlement date
accounting.
|
|
(i)
|
Sales: On the settlement date for
a sale, Bank will credit the Cash Account with the proceeds of the sale
and transfer the relevant Financial Assets to an account at Bank pending settlement of the
transaction if not already
delivered.
|
|
(ii)
|
Purchases: On the settlement date
for the purchase (or earlier, if market practice requires delivery of the
purchase price before the settlement date), Bank will debit the Cash
Account for the
settlement amount and credit a separate account at Bank. Bank
then will post the Securities Account as awaiting receipt of the expected
Financial
Assets. Customer will not be
entitled to the delivery of Assets that are awaiting receipt until
Bank actually
receives them.
|
Upon request, Bank shall provide
Customer with a list of those markets for which it provides contractual
settlement date accounting. Bank may add markets to or remove
markets from this list upon notice to Customer that is reasonable in the circumstances. Bank reserves the right to restrict in
good faith the availability of contractual settlement date accounting for credit
or operational reasons.
|
(b)
|
Bank may reverse any debit or
credit made pursuant to Section 2.5(a) prior to a transaction's actual
settlement, upon notice to Customer, in cases where Bank reasonably
believes that the transaction will not settle in the ordinary course
within a reasonable time. Customer will be responsible for any
costs or liabilities resulting from such
reversal. Customer acknowledges that the procedures described
in Section 2.5 are of an administrative
nature, and Bank does not undertake to make loans and/or Financial Assets available to
Customer.
|
|
2.6
|
Actual Settlement Date
Accounting
|
With respect to any settlement of a transaction
that is not posted to the Account on the contractual settlement date as referred
to in Section 2.5, Bank will post such transaction on the date on which the
cash or Financial Assets
received as consideration
for the transaction is
actually received and
cleared by Bank.
|
2.7
|
Income Collection
(AutoCredit®)
|
|
(a)
|
Bank will monitor information
publicly available in the applicable market about forthcoming income
payments on the Financial Assets, and will promptly notify
Customer of such
information.
|
|
(b)
|
Bank will credit the Cash Account
with income proceeds on Financial Assets on the anticipated payment date, net
of any taxes that are withheld by Bank or any third party (“AutoCredit”). Bank may reverse AutoCredit
credits upon oral or written notification to
Customer if Bank believes that the corresponding payment will not be
received by Bank within a reasonable period or the credit was
incorrect.
|
|
(c)
|
In markets where Bank does not
provide an AutoCredit
service, income on Financial Assets (net of any taxes withheld by Bank
or any third party) will be credited only after actual receipt and
reconciliation.
|
|
(d)
|
Bank will make good faith
efforts to contact
appropriate parties to collect unpaid interest, dividends or redemption
proceeds and notify
Customer of the late
payment.
|
|
2.8
|
Miscellaneous Administrative
Duties
|
|
(a)
|
Until Bank receives Instructions
to the contrary, Bank will:
|
|
(i)
|
present all Financial Assets for which Bank has received notice
of a call for redemption or that have otherwise matured, and all
income and interest coupons and other income items that call for payment
upon presentation;
|
|
(ii)
|
execute in the name of Customer
such certificates as may be required to obtain payment in respect of
Financial
Assets;
and
|
|
(iii)
|
exchange interim or temporary
documents of title held in the Securities Account for definitive documents
of title.
|
|
(b)
|
In the event that, as a result of
holding of Financial
Assets in an omnibus
account, Customer receives fractional interests in Financial Assets arising out of a Corporate Action
or class action, Bank will credit Customer with the amount of cash it
would have received had the Financial Assets not been held in an omnibus
account, and Customer shall relinquish to Bank its interest in such
fractional
interests.
|
|
(c)
|
If some, but not all, of an
outstanding class of Financial Assets is called for redemption, Bank may
allot the amount to
be redeemed
from its
customers on a pro rata basis or in a
similar manner Bank deems fair and
equitable.
|
|
2.9
|
Corporate
Actions
|
|
(a)
|
Bank will act in accordance with
prevailing
market standards to obtain information concerning
Corporate Actions that is publicly available in such market. Bank also will review
information to which
it subscribes for information concerning such Corporate
Actions. Bank will promptly provide that information (or
summaries that accurately reflect the material points concerning the
applicable Corporate Action) to Customer or its Authorized
Person.
|
|
(b)
|
Bank will act in accordance with
the Customer’s Instructions in relation to such
Corporate Actions. If the Customer fails to provide Bank with timely
Instructions with respect to any Corporate Action, neither Bank nor its
nominees will take any action in relation to that Corporate Action, except
as otherwise agreed
in writing by Bank and Customer or as may be set forth by Bank as a
default action in the notification it provides under Section 2.9(a) with respect to that Corporate
Action.
|
|
2.10
|
Corporate
Actions
|
Any notices received by Bank’s corporate actions department about settled securities class action that requires
action by affected owners of the underlying Financial Assets will be promptly notified to Customer if
Bank, using reasonable care and diligence in the circumstances, identifies that
Customer was a shareholder
and held the relevant
security in custody with Bank at the relevant
time.
|
2.11
|
Corporate
Actions
|
|
(a)
|
Bank will monitor information
distributed to holders of Financial Assets about upcoming shareholder
meetings, promptly notify Customer of such information and, subject to
Section 2.11(c), act in accordance with the
Customer’s Instructions in relation to such
meetings (the
“Proxy Voting Service”).
|
|
(b)
|
The Proxy Voting Service does not
include physical attendance at shareholder meetings. Requests for physical attendance at
shareholder meetings can be made but they will be evaluated and agreed to
by Bank on a case by case
basis.
|
|
(c)
|
Customer acknowledges that the
provision of the Proxy Voting Service may be precluded or restricted under
a variety of
circumstances. These circumstances include, but are not limited
to:
|
|
(i)
|
the Financial Assets being on loan or out for
registration;
|
|
(ii)
|
the pendency of conversion or
another Corporate Action;
|
|
(iii)
|
the Financial Assets being held in a margin or
collateral account at
Bank or another bank or broker, or otherwise in a manner which affects
voting;
and
|
|
(iv)
|
local market regulations or
practices, or restrictions by the issuer.
|
|
2.12
|
Corporate
Actions
|
|
(a)
|
Bank will provide Customer with a
statement of account
for each Account, identifying cash and Financial Assets held in the Account and any
transfers to and from the Account. If agreed by the parties,
statements of account will be accessed by Customer
on-line. Otherwise, statements will be sent
to Customer at times
to be mutually agreed by the parties. Customer will review its statement
of account and give Bank written notice of any suspected error or omission
within a reasonable time of the date of the relevant suspected error or
omission.
|
|
(b)
|
Customer acknowledges that information
available to it on-line with respect to transactions posted after the
close of the prior business day may not be accurate due to mis-postings,
delays in updating Account records, and other causes. Bank will
not be liable for any loss or damage arising out of
the inaccuracy of any such information accessed
on-line.
|
|
2.13
|
Corporate
Actions
|
|
(a)
|
Bank will allow Authorized Persons of Customer's auditors and
independent public accountants such reasonable access to the records
of Bank relating to
Financial
Assets as is required in connection with
their examination of books and records pertaining to Customer's
affairs.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
(b)
|
Bank will, upon reasonable written
notice, allow Customer reasonable access during normal working hours to
the records of
Bank relating to the Accounts.
Bank may impose reasonable
restrictions on the number of individuals allowed access, the frequency
and length of such access, and the scope of the records made available.
Customer shall reimburse Bank for the cost of copying, collating and researching archived information
at Bank’s regular hourly
rate.
|
|
2.14
|
Tax Relief
Services
|
Bank will provide tax relief services as
provided in Section 8.2.
|
2.15
|
Notification
|
If Customer has agreed to access
information concerning the
Accounts through Bank’s website, Bank may make any
notifications required under this Agreement by posting it on the
website.
3.
|
Instructions
|
|
3.1
|
Acting on Instructions; Method of
Instruction and Unclear
Instructions
|
|
(a)
|
Customer authorizes Bank to accept and act upon any Instructions
received by it without inquiry. Customer will indemnify Bank
Indemnitees against, and hold each of them harmless from, any Liabilities
that may be imposed on, incurred by, or asserted against Bank Indemnitees
as a result of any action or omission taken in
accordance with any
Instruction.
|
|
(b)
|
Customer will where reasonably
practicable use automated and electronic methods of sending
Instructions.
|
|
(c)
|
Bank shall promptly notify an
Authorized Person if Bank determines that an
Instruction does not
contain all information reasonably necessary for Bank to carry out the
Instruction. Bank will not be liable for any
loss arising from any reasonable delay in carrying out any such
Instruction pending receipt of such missing information, clarification or
confirmation.
|
|
(d)
|
In executing or paying a payment
order, Bank may rely upon the identifying number (e.g., Fedwire routing
number or account) of any party as instructed in the payment
order. Customer assumes full responsibility for any inconsistency between the name
and identifying number of any party in payment orders issued to Bank in
Customer’s name.
|
|
3.2
|
Verification and Security
Procedures
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
(a)
|
Bank and Customer shall from time
to time agree upon security procedures to be followed by Customer upon the issuance of an
instruction and/or by Bank upon the receipt of an instruction, so as to
enable Bank to verify that such instruction is authorized (“Security Procedures”). A Security Procedure may, without
limitation, involve the use of algorithms, codes, passwords,
encryption and telephone call backs. Customer acknowledges that Security
Procedures are designed to verify the authenticity of, and not
detect errors in,
instructions. For the avoidance of doubt, the parties agree that a SWIFT
message issued in the
name of Customer through any third party utility agreed upon by the
parties as being a method for providing Instructions and authenticated in
accordance with that utility’s customary procedures, shall be
deemed to be an authorized Instruction.
|
|
(b)
|
Bank and Customer shall ensure
that any codes, passwords or similar devices are reasonably
safeguarded.
|
|
(c)
|
Either party may record any of
their telephone
communications.
|
|
3.3
|
Instructions Contrary to Law/Market
Practice
|
Bank need not act upon Instructions which it reasonably
believes to be contrary to law, regulation or market practice and Bank will be under no duty to
investigate whether any Instructions comply with Applicable Law or market
practice.
|
3.4
|
Cut-Off
Times
|
Bank has established cut-off times for receipt of Instructions,
which will be made available to Customer. If Bank receives an
Instruction after its established cut-off time, Bank will attempt to act upon
the Instruction on the day requested if Bank deems it practicable to do
so or otherwise as soon as practicable
on the next business
day.
|
3.5
|
Electronic
Access
|
Access by Customer to certain
applications or products of
Bank via Bank’s web site or otherwise shall be governed
by this Agreement and the terms and conditions set forth in Schedule 3.
4.
|
Fees, Expenses and Other Amounts Owing to Bank
|
|
4.1
|
Fees and
Expenses
|
Customer will pay Bank for its services
under this Agreement such
fees as may be agreed upon in writing from
time to time, together with Bank's reasonable out-of-pocket or incidental expenses, including, but
not limited to, legal fees and tax or related fees incidental to
processing charged directly or indirectly by governmental authorities, issuers,
or their agents. The Bank will invoice the Customer for
amounts owing to it and
such amounts will be
payable within thirty (30) days of the invoice. The Bank will be entitled to
deduct amounts owing to it from the Cash Account if Customer has not objected to the invoice within thirty
(30) days of the date of the invoice (or such other period as the parties may
agree in writing). If Customer disputes an invoice, it
shall nevertheless pay, or allow the Bank to deduct, such portion of the invoice
that is not subject to a bona
fide
dispute. Without
prejudice to Bank’s other rights, Bank reserves the right to charge
interest on overdue amounts from the due date until actual payment at
such rate as Bank may reasonably
determine.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
4.2
|
Overdrafts
|
If a debit to the Cash Account results
(or will result)
in a debit balance, then
Bank may, in its
discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle
in whole or in part the transaction causing such debit balance, or (iii) if any
such transaction is posted to the Securities Account, reverse any such
posting. If Bank elects to make such an advance, the
advance will be deemed a loan to Customer, payable on demand, bearing interest
at the applicable rate charged by Bank from time to time, for such overdrafts,
from the date of such advance to the date of payment (both after as well as before judgment) and
otherwise on the terms on which Bank makes similar overdrafts available from
time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of
transactions on Customer’s behalf will be asserted by Customer against Bank for
Bank’s refusal to make advances to the Cash
Account or to settle any transaction for which Customer does not have sufficient
available funds in the Account.
|
4.3
|
Bank’s Right Over Securities;
Set-off
|
|
(a)
|
Customer grants Bank a security interest in and
a lien on the Financial Assets held in the Securities Account as security
for any and all amounts which are now or become owing to Bank under any
provision of this Agreement, whether or not matured or contingent
(“Indebtedness”).
|
|
(b)
|
Without prejudice to
Bank’s rights under Applicable Law,
Bank may set off against any Indebtedness the credit balance of any of Customer's accounts
(whether deposit or otherwise) with any branch or office of Bank or with
any Affiliate of Bank
of which Customer is
the beneficial owner.
For this purpose, Bank shall be entitled to accelerate the maturity of any
fixed term deposits. Bank will notify
Customer in advance of any such charge unless Bank reasonably believes
that it might prejudice its interests to do so and, in such
event, Bank will notify Customer promptly
afterwards.
|
5.
|
Securities Depositories
|
|
5.1
|
Use of Securities
Depositories
|
|
(a)
|
Bank may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on
such terms as such
Securities Depository customarily operates and Customer will provide Bank
with such documentation or acknowledgements that Bank may require to hold
the Financial Assets
in such Securities
Depository.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
(b)
|
Bank is not responsible for the
selection or
monitoring of any Securities Depository and will not be liable for any act
or omission by (or the insolvency of) any Securities
Depository. In the event Customer incurs a loss due to the
negligence, willful misconduct, or insolvency of a Securities
Depository, Bank will
make good faith
efforts, in its
discretion, to seek recovery from the Securities Depository, but Bank will
not be obligated to institute legal proceedings, file proof of claim in
any insolvency proceeding, or take any similar
action.
|
6.
|
Additional Provisions Relating to Customer
|
|
6.1
|
Representations of Customer and
Bank
|
|
(a)
|
Customer represents and warrants
that (i) it has full authority and power, and has obtained all necessary
authorizations and consents, to deposit
and control the Financial Assets and cash in the Accounts, to use
Bank as its custodian in accordance with the terms of this
Agreement, to borrow money (both any short
term or intraday borrowings in order to settle transactions prior to
receipt of covering funds) and xxxxx x xxxx over Financial Assets as contemplated by Section 4.3; (ii) assuming execution and
delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding
obligation, enforceable in accordance with its terms and it has full power
and authority to
enter into and has taken all necessary corporate action to authorize the execution of this
Agreement; (iii) it has not relied on any
oral or written representation made by Bank or any person on its behalf,
and acknowledges that this Agreement sets out to the fullest extent the
duties of Bank; (iv) Bank may rely upon the
certification of such other facts as may be required to administer
Bank’s obligations under this Agreement and
Customer shall indemnify Bank against all losses,
liability, claims or
demands arising directly or indirectly from any such certifications;
and (v) it is a resident of the U.S. and
shall notify Bank of any changes in residency.
|
|
(b)
|
Bank represents and warrants that
(i) assuming execution and delivery of this Agreement by Customer, this Agreement is
Bank’s legal, valid and binding
obligation, enforceable in accordance with its terms and (ii) it has full
power and authority to enter into and has taken all necessary corporate
action to authorize the execution of this
Agreement.
|
|
6.2
|
Customer to Provide Certain
Information to Bank
|
Upon request, Customer will promptly
provide to Bank such information about itself and its financial status as Bank
may reasonably request, including Customer’s organizational documents and its
current audited and
unaudited financial statements.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
6.3
|
Customer is Liable to Bank Even if
it is Acting for Another
Person
|
If Customer is acting as an
agent for a disclosed or
undisclosed principal in
respect of any transaction, cash or Financial Asset, Bank nevertheless will treat Customer as its
principal for all purposes under this Agreement. In this regard,
Customer will be liable to Bank as a principal in respect of any transactions
relating to the Account. The foregoing will not affect any rights
Bank might have against Customer's principal.
7.
|
When Bank is Liable to Customer
|
|
7.1
|
Standard of Care;
Liability
|
|
(a)
|
Bank will use reasonable care in
performing its obligations under this Agreement. Bank will not
be in violation of this Agreement with respect to any matter as to which it has
satisfied its obligation of reasonable
care.
|
|
(b)
|
Bank will be liable for
Customer’s direct damages to the extent
they result from Bank’s fraud, negligence, or
willful
misconduct in
performing its duties as set out in this Agreement. Nevertheless,
under no circumstances will Bank be liable for any indirect, incidental,
consequential or special damages (including, without limitation, lost
profits) of any form incurred by any person or entity, whether or not
foreseeable and regardless of the type of action in
which such a claim may be brought, with respect to the Accounts,
Bank’s performance under this
Agreement, or Bank’s role as
custodian.
|
|
(c)
|
Customer will indemnify Bank
Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on,
incurred by or asserted against any of Bank Indemnitees in connection with
or arising out of (i) Bank’s performance under this
Agreement, provided Bank Indemnitees have not acted with negligence or
engaged in fraud or willful misconduct in connection with the
Liabilities in question, or (ii) any Bank Indemnitees’ status as a holder of record of
Customer’s Financial Assets.
|
|
(d)
|
Without limiting Subsections
7.1(a), (b) or (c), Bank will have no duty or responsibility
to:
|
|
(i)
|
question Instructions or make any
suggestions to Customer or an Authorized Person regarding such
Instructions;
|
|
(ii)
|
supervise or make recommendations
with respect to investments or the retention of Financial Assets;
|
|
(iii)
|
advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any Security other than as provided in
Section 2.7(b) of this Agreement;
or
|
|
(iv)
|
evaluate or report to Customer or
an Authorized Person regarding the financial
condition of any broker, agent or other party to which
Bank is instructed to deliver Financial Assets or
cash.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
7.2
|
Force
Majeure
|
Bank will maintain and update from time
to time business continuation and disaster recovery procedures with respect to
its custody business that it determines from time to time meet
reasonable commercial standards. Bank will have no liability,
however, for any damage, loss, expense or liability of any nature that Customer
may suffer or incur, caused by an act of God, fire, flood, civil or labor
disturbance, war, terrorism, act of any
governmental authority or other act or threat of any authority (de jure or de
facto), legal constraint, fraud or forgery, malfunction of equipment or software
(except where such malfunction is primarily attributable to Bank’s negligence in maintaining the
equipment or software), failure of or the effect of rules or operations of any
external funds transfer system, inability to obtain or interruption of external
communications facilities, or any cause beyond the reasonable control of Bank (including, without limitation, the
non-availability of appropriate foreign exchange).
|
7.3
|
Bank May Consult With
Counsel
|
Bank will be entitled to rely on, and
may act upon the advice of professional advisers in relation to matters of law,
regulation or market
practice (which may be the professional advisers of Customer), and shall not be
liable to Customer for
any action taken or omitted
pursuant to such advice.
|
7.4
|
Bank Provides Diverse Financial
Services and May Generate Profits as a
Result
|
|
(a)
|
Customer acknowledges that Bank or its Affiliates may have a material interest in
transactions entered
into by Customer with respect to the Accounts or that circumstances are such
that Bank may have a potential conflict of duty or interest. For
example, Bank or its
Affiliates may:
|
|
(i)
|
act as a market maker in the
Financial
Assets to which the Instructions
relate;
|
|
(ii)
|
provide brokerage services to other
customers;
|
|
(iii)
|
act as financial adviser to the
issuer of such Financial Assets;
|
|
(iv)
|
act in the same transaction as agent for more
than one customer;
|
|
(v)
|
have a material interest in the
issue of the Financial Assets;
or
|
|
(vi)
|
earn profits from any of the
activities listed
herein.
|
|
(b)
|
Customer further acknowledges that
Bank or its Affiliates may be in possession of information tending
to show that the Instructions received may not be in the best interests of
Customer but that
Bank is not under any duty to disclose any such
information.
|
|
7.5
|
Assets Held Outside
Bank’s
Control
|
Bank will not be obliged to
hold Financial Assets or cash with any person not agreed to by
Bank. Furthermore, Bank will not be obliged to register or
record Financial
Assets in the name of any person not agreed to
by Bank. If, however, Customer makes such a request and Bank agrees
to the request, the
consequences of doing so will be at Customer’s own risk. Bank will not be
liable for any losses incurred as a result and may be precluded from
providing some of the
services referred to in this Agreement (for example, and without
limitation, income
collection, proxy voting, class action litigation and Corporate Action
notification and processing).
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
7.6
|
Ancillary
services
|
Bank may use third parties to provide
ancillary services (i.e., services that do not form part of the
custody services contained
in Article 2 and which include without limitation
courier or pricing services). While Bank will use reasonable care in the
selection and retention of such third parties, it will not be responsible for
any errors or omissions made by such third party in providing the relevant
services.
8.
|
Taxation
|
|
8.1
|
Tax
Obligations
|
|
(a)
|
Customer confirms that Bank is
authorized to deduct from any cash received
or credited to the Cash Account any taxes or levies required by any
revenue or governmental authority for whatever reason in respect of
Customer's Accounts.
|
|
(b)
|
Customer will provide to Bank such
certifications, documentation, and information as it may require in
connection with taxation, and warrants that, when given, this information
is true and correct in every respect, not misleading in
any way, and contains all material information. Customer
undertakes to notify Bank immediately if any information requires updating
or correcting. Bank shall not be liable for any taxes, penalties, interest
or additions to tax,
payable or paid that result
from:
|
|
(i)
|
the inaccurate completion of
documents by Customer or any third
party;
|
|
(ii)
|
the provision to Bank or a third party
of inaccurate or misleading information by Customer or any third
party;
|
|
(iii)
|
the withholding of material information by Customer
or any third party; or
|
|
(iv)
|
any delay by any revenue authority
or any other cause beyond Bank’s
control.
|
|
(c)
|
If Bank does not receive
appropriate certifications, documentation and information then, as and
when appropriate and
required, additional tax shall be deducted from all income received in
respect of the Financial Assets issued (including, but not limited
to, U.S. non-resident alien tax and/or
backup withholding tax).
|
|
(d)
|
Customer will be responsible in
all events for the
timely payment of all taxes relating to the Financial Assets in the Securities
Account; provided, however, that Bank will
be responsible for any penalty or additions to tax due solely as a result
of Bank’s negligent acts or omissions with
respect to paying or
withholding tax or reporting interest, dividend or other income paid or
credited to the Cash
Account.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
8.2
|
Tax Relief Services With Respect to American
Depository Receipts
|
|
(a)
|
Subject to the provisions of this
Section, Bank will apply for a
reduction of
withholding tax and
any refund of any tax paid or tax credits in respect of income payments on
Financial Assets
comprised of American Depository Receipts credited to the Securities Account
that Bank believes may be available. To defray expenses
pertaining to nominal
tax claims, Bank may from time to time set minimum thresholds as to a de
minimus value of tax relief claims or reduction of withholding which it
will pursue in respect of income payments under this Section
8.2
|
|
(b)
|
The provision of a tax relief service by Bank is
conditional upon Bank receiving from Customer (i) a declaration of its
identity and place of residence and (ii) certain other documentation (pro
forma copies of which are available from Bank), prior to the receipt of
Financial
Assets comprised of
American Depository Receipts in the Account or the payment of
income.
|
|
(c)
|
Bank will perform tax relief
services only with respect to taxation
levied by the revenue authorities of the countries advised to Customer
from time to time and Bank may, by notification in writing,
in its absolute discretion, supplement or amend the countries in which
this tax relief service is offered. Other than as
expressly provided in this Section 8.2, Bank will have no responsibility
with regard to Customer’s tax position or status in any
jurisdiction.
|
9.
|
Termination
|
|
9.1
|
Term and
Termination
|
|
(a)
|
The initial term of this Agreement
shall be for a period of three years following the date on which
Bank commenced
providing services under the Agreement. Following
the initial term,
Customer may terminate this Agreement on sixty (60) days' written notice
to Bank. Bank may terminate this Agreement
on one hundred and eighty (180) days’ written notice to
Customer.
|
|
(b)
|
Notwithstanding Section
9.1(a):
|
|
(i)
|
Either party may terminate this Agreement
immediately on written notice to the other party in the event that a
material breach of this Agreement by the other party has not been cured
within thirty (30) days of that party being given written notice of the
material breach;
|
|
(ii)
|
Either party may terminate this
Agreement immediately on written notice to the other party upon the other
party being declared bankrupt, entering into a composition with creditors,
obtaining a suspension of payment, being put under court controlled
management or being
the subject of a similar
measure;
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
(iii)
|
Bank may terminate this Agreement
on sixty (60) days’ written notice to Customer in the
event that Bank reasonably determines that Customer has ceased to satisfy
Bank’s customary credit
requirements;
and
|
|
(iv)
|
Customer may terminate this
Agreement at any time on sixty (60) days’ written notice to Bank upon
payment of a termination fee. The termination fee will be an
amount equal to six (6) times the average monthly fees paid during the six
month period prior to
Customer’s notice of termination, or since
the date Bank commenced providing services under this Agreement if that
period is less than six
months.
|
|
9.2
|
Exit
Procedure
|
Customer will provide Bank full details
of the persons to whom Bank must deliver Financial Assets and cash a reasonable period before the
effective time of termination of this Agreement. If Customer fails to provide such
details in a timely manner, Bank shall be entitled to continue to be paid fees
under this Agreement until such time as it is able to deliver the
Financial Assets
and cash to successor
custodian, but Bank may take such steps as it reasonably determines to be
necessary to protect itself following the effective time of termination,
including ceasing to provide transaction settlement services in the event that
Bank is unwilling to assume any related
credit risk. Bank will in any event be entitled to
deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be
entitled to sell
Financial
Assets and apply the sale proceeds in
satisfaction of amounts owing to it). Customer will reimburse Bank
promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination
will not affect any of the
liabilities either party owes to the other arising under this Agreement prior to
such termination.
10.
|
Miscellaneous
|
|
10.1
|
Notices
|
Notices (other than Instructions)
under this Agreement
will be served by
registered mail or hand delivery to the address of the respective parties as set out
on the first page of this Agreement, unless notice of a new address is given to
the other party in writing. Notice will not be deemed to be given
unless it has been received.
|
10.2
|
Successors and
Assigns
|
This Agreement will be binding on each of the
parties' successors and assigns, but the parties agree that neither party can
assign its rights and obligations under this Agreement without the prior written
consent of the other party, which consent will not be unreasonably withheld.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
10.3
|
Interpretation
|
Headings are for convenience only and
are not intended to affect interpretation. References to articles and sections are to articles and sections of this Agreement and references to
sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they
appear.
|
10.4
|
Entire
Agreement
|
This Agreement, including the Schedules,
Exhibits and any riders (and any separate agreement which Bank
and Customer may enter into with respect to any Cash Account), sets out the entire
Agreement between the parties in connection with the subject matter, and this
Agreement supersedes any other agreement, statement, or representation relating
to custody, whether oral or written. Amendments must be in
writing and signed by both
parties.
|
10.5
|
Insurance
|
Customer acknowledges that Bank will not
be required to maintain any insurance coverage specifically for the benefit of
Customer. Bank will, however, provide details of
its own general insurance coverage to Customer on request.
|
10.6
|
Security Holding
Disclosure
|
With respect to Securities and Exchange
Commission Rule 14b-2 under The Shareholder Communications Act regarding
disclosure of beneficial owners to issuers of Securities, Bank is instructed not
to disclose the name,
address or Security positions of Customer in response to shareholder
communications requests regarding the Account.
|
10.7
|
USA PATRIOT Act
Disclosure
|
Section 326 of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (“USA PATRIOT
Act”) requires Bank to
implement reasonable procedures to verify the identity of any person that opens
a new Account with it. Accordingly, Customer acknowledges that
Section 326 of the USA PATRIOT Act and Bank’s identity verification procedures
require Bank to obtain certain information (“identifying information”) from Customer or on some occasions
from third parties regarding Customer. Customer agrees to provide
Bank with and consents to Bank obtaining from third parties any such
identifying information required as a condition of opening an account with or
using any service provided by Bank.
|
10.8
|
Governing Law and
Jurisdiction
|
This Agreement will be construed, regulated and
administered under the laws
of the U.S. or State of New York, as applicable, without regard to
New York’s principles regarding conflict of
laws. The U.S. District Court for the Southern District of New York
will have the sole and exclusive jurisdiction over any lawsuit or
other judicial proceeding relating to or
arising from this Agreement. If that court lacks federal subject
matter jurisdiction, the Supreme Court of the State of New York, New York County
will have sole and exclusive jurisdiction. Either of these courts
will have the proper venue for any such
lawsuit or judicial proceeding, and the parties waive any objection to venue or
their convenience as a forum. The parties agree to submit to the
jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over
them in any of these courts. The parties further hereby knowingly,
voluntarily and intentionally waive, to the fullest extent permitted by
Applicable Law, any right
to a trial by jury with respect to any such lawsuit or judicial proceeding arising or
relating to this Agreement or the transactions contemplated hereby.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
10.9
|
Severability; Waiver; and
Survival
|
|
(a)
|
If one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any
particular circumstances or in any jurisdiction, the validity, legality
and enforceability of such provision or provisions under other
circumstances or in other jurisdictions and of the remaining provisions
will not in any way be affected or impaired.
|
|
(b)
|
Except as otherwise provided
herein, no failure or delay on the part of either party in exercising any
power or right under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right
preclude any other or further exercise, or the exercise
of any other power or right. No waiver by a party of any
provision of this Agreement, or waiver of any breach or default, is
effective unless it is in writing and signed by the party against whom the
waiver is to be enforced.
|
|
(c)
|
The parties’ rights, protections, and remedies
under this Agreement shall survive its
termination.
|
|
10.10
|
Confidentiality
|
|
(a)
|
Subject to Section 10.10(b), Bank will hold all Confidential
Information in confidence and will not disclose any Confidential Information except as may be
required by Applicable Law, a regulator with jurisdiction over
Bank’s business, or with the consent of
Customer.
|
|
(b)
|
Customer authorizes Bank to disclose Confidential
Information to:
|
|
(i)
|
any subcontractor, agent, Securities Depository, securities exchange, broker, third party
agent, proxy solicitor, issuer, or any other person that Bank believes it
is reasonably required in connection with Bank’s provision of relevant services
under this Agreement;
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
|
(ii)
|
its professional advisors, auditors or public
accountants;
|
|
(iii)
|
its Affiliates;
and
|
|
(iv)
|
any revenue authority or any
governmental entity in relation to the processing of any tax relief
claim.
|
|
(c)
|
Except as otherwise required by
Applicable Law or as needed to enforce the terms of this Agreement, the
parties shall hold the terms and conditions of this Agreement in
confidence.
|
|
10.11
|
Counterparts
|
This Agreement may be executed in
several counterparts each of which will be deemed to be an original and together
will constitute one and the
same agreement.
|
10.12
|
No Third Party Beneficiaries
|
A person who is not a party to this
Agreement shall have no right to enforce any term of this
Agreement.
THE
CUSTOMER
|
JPMORGAN CHASE BANK,
N.A.
|
By:__________________________________
Name:
Title:
Date:
|
By:_________________________________
Name:
Title:
Date:
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
SCHEDULE 1
Persons Authorized To Give
Instructions
Signed
for and on behalf of the Customer by:
Signature:
Name:
Position:
* i.e., writing, telephone or
facsimile
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
SCHEDULE 2
Authorized Fund
Managers/Advisers
Persons authorized as fund managers will also have to
complete an authority in
similar form to Schedule 2, but with some additional wording. A
specimen copy is attached as Appendix A.
Full name of Fund
Manager/Adviser
|
Address
|
Accounts for which authorized*
|
Signature:
Name:
Position:
*
* If left blank, the Fund Manager is
authorized to give instructions on all accounts.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
APPENDIX A TO SCHEDULE 2
Specimen Fund Manager
Mandate
TO: JPMORGAN CHASE BANK,
N.A.
DOMESTIC CUSTODY DIVISION
DATE:
____________________
Dear Sirs,
Re: Domestic Custody for (the "Customer").
We represent that we have been appointed by the Customer as
its fund manager for the account(s) listed below and that we have full authority
from the Customer to give instructions in respect of all transactions relating
to the account(s). We agree to indemnify and hold JPMorgan harmless for any losses, costs or
liabilities it or its agents incur as a result of any breach of this
representation.
We set out the names and specimen
signatures of those individuals authorized by us to operate accounts and give
instructions on behalf of
the Customer in respect of the account(s).
JPMorgan may accept and act on any
instructions that have been
verified in accordance with a Security Procedure, as defined in the Domestic Custody Agreement between JPMorgan and
the Customer, or, if no such Security Procedure is applicable, which
JPMorgan believes in good
faith to have been given by one of those individuals listed
below.
We acknowledge that JPMorgan may record
our telephone conversations and agree to ensure that any codes, passwords or
similar devices are
reasonably safeguarded.
Unless specified otherwise, all persons
authorized to give instructions shall be
authorized to give instructions in respect of all
securities and cash accounts, and shall be authorized to give instructions
notwithstanding that they
may result in an overdraft on any cash account.
Signed for and on behalf of [Name of Fund
Manager]
Signature:
Name:
Position:
Evidence of Authority to sign this
Letter is enclosed:
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
ACCOUNT(S) COVERED BY THIS
MANDATE:
Full Name and Official
Position
|
Method of
Instruction*
|
Limitation in
Authority**
|
Telephone
Number
|
Specimen
Signature
|
* i.e., writing, telephone or
facsimile
SCHEDULE 3
Electronic Access
1. The Bank shall permit the Customer and
its Authorized Persons to access electronically the applications and
products listed on Exhibit 1 to this Agreement (the “Products”). The Bank reserves the
right to modify this Schedule 3 and, subject to the terms and
conditions of the Agreement, the products and services available
through the Products, upon
notice to the Customer. The Bank shall endeavour to give the Customer reasonable
notice of its termination or suspension of access hereunder to any Product, but
may do so immediately upon written notice to the Customer if the Bank
determines, in its sole discretion, that
providing access to such Product would violate Applicable Law or that the
security or integrity of such Product is at risk.
2. In consideration of the fees paid by the
Customer to the Bank and subject to any applicable Software License Addendum in relation to
Bank owned or sublicensed Software provided for a particular Application and
Applicable Law, the Bank grants to the Customer on the terms of this Schedule
3 a non-exclusive license to use the
Products and the information and data made available to the
Customer through the Products (the “Data”) for the sole use of the
Customer. The Customer may download the Data and print out hard
copies for its reference, provided that it does not remove any copyright or
other notices contained therein or any hyperlink or
other reference to any such notice.
3. The rights and obligations of the
parties with respect to the provision of certain cash products and services via
the Products shall also be governed, to the extent not governed by this Agreement, by the
Bank’s terms and conditions relating to such
products and services, as the same may be amended from time to time (the
“Product Terms”). If and to the extent that
there is a conflict between the Product Terms and this Schedule 3, the provisions of this Schedule
3 shall prevail.
4. The Customer acknowledges that there are
certain security, corruption, transaction error and access availability risks
associated with using open networks such as the internet, and the Customer
hereby expressly assumes
such risks. The Customer shall make its own independent assessment of
the adequacy of the internet and of the security procedures made available by
the Bank. The Customer acknowledges and agrees that the selection and
use by it of third party security and communications
software and third party service providers is the sole responsibility of the
Customer, and the Bank disclaims all risks related thereto, notwithstanding that
the Bank may recommend certain security and/or communication software packages. All such
software must be interoperable with the Bank’s software. Each of the
Customer and the Bank shall be responsible for the proper functioning,
maintenance and security of its own systems, services, software and other
equipment.
5. Notwithstanding the other provisions of
the Agreement, the Bank shall not be liable for any Liabilities arising out of
the use or unavailability of the Bank’s web site or any means provided by the
Bank of accessing the Products through the Bank’s web site in the absence of the Bank’s gross negligence or wilful
misconduct.
6. The Customer shall not use the Products
to transmit (i) any virus, worm, or destructive element or any programs or data
that may be reasonably expected to interfere with or disrupt the Products or servers connected to the
Products; (ii) material that violates the rights of another, including but not
limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of
e-mail.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
7. The Customer shall promptly and
accurately designate in writing to the Bank the geographic location of its users
from time to time. The Customer further represents and warrants to
the Bank that the Customer shall not access the service from any jurisdiction which the Bank informs the
customer or where the Customer has actual knowledge that the service is not
authorized for use due to local regulations or laws. Prior to
submitting any document which designates the persons authorized to act on the
Customer’s behalf, the Customer shall obtain from
each individual referred to in such document all necessary consents to enable
the Bank to process the data set out therein for the purposes of providing the
Products.
8. The Customer shall be responsible
for the compliance of its
Authorized Persons with the terms of this Schedule
3.
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
EXHIBIT 1 TO SCHEDULE 3
Products
Browser based
Applications:
Name of
Application
|
Description
|
Accounting
|
Provides Internet-based access to
verified accounting data and net asset values.
|
Accounting
Statements
|
Enables Customer to download
official financial statement reports and associated data files via the
Internet.
|
ACH
Initiation
|
Provides Internet based access to
ACH transactions, allowing warehousing for a period in advance
of the settlement
date, interactive deletions, amount changes or account
modifications.
|
Cash Balances and Transaction
Reporting
|
Allows retrieval of information,
review of transaction histories and determines cash flow for accounts with
the Bank and other financial institutions worldwide
in any currency.
|
Cash Concentration
Reporting
|
Provides Internet-based access to
cash concentration accounts supported by reports on deposit banks,
divisions and locations.
|
Compliance
|
Provides internet-based compliance
reporting according
to client-defined criteria permitting the identification and resolution of
violations to client investment guidelines.
|
Compliance File
Upload
|
Permits third party compliance
clients to send their portfolio details to the Bank. Compliance
results are delivered
via the internet-based compliance reporting
application.
|
Continuous Linked
Settlement
|
Allows users to monitor their
Continuous Linked Settlement positions and individual trades via the
Internet via a range of inquiry and reporting functions. Optional Continuous Linked
Settlement transaction entry is also available.
|
Corporate Action
Instructions
|
Provides Internet-based
instruction capability for U.S. and global voluntary corporate
actions together with intraday notifications of voluntary corporate action
events.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
Name of
Application
|
Description
|
DataXchange
|
A utility to reformat and
translate data to enable integration between client systems and
the Bank.
|
File Delivery /
Messenger
|
Enables Customer to securely
download report and/or custom data files using SSL encryption. Customer may also utilise the
Bank’s Messenger software to schedule
automated downloads.
|
Funds Transfer
Initiation
|
Provides initiation of multi
currency payments (through file import, use of free formats or templates)
from accounts with the Bank and other financial
institutions.
|
Funds Transfer
Reporting
|
Provides Internet-based
transaction reports for wires initiated through JPMorgan ACCESS as
predefined (repetitive) and free-form transfers for accounts with the Bank
and other financial institutions.
|
Inquiry and Customer
Services
|
Provides Internet based access to
funds transfer transaction details, initiation of investigations, receipt
of responses and generation of analytical reports at any
time.
|
Liquidity Reporting and
Transaction Services
|
Provides cash concentration services via
the Internet by facilitating the physical movement of funds from one
account (subsidiary account) to another account (concentration
account).
|
News &
Reference
|
Provides Internet access to the
Bank’s research reports
together with global
network information, financial news and market
quotes.
|
Performance
|
Provides flexible Internet access
to a security level, multi-currency performance
measurement system. Customizable portfolio analytical and reporting
capabilities include risk analysis, attribution analysis
and “what-if” testing
|
Secure
eMail
|
Provides a secure means for
Customer to communicate online with Bank
personnel.
|
Transaction
Initiation
|
Provides Internet-based capability
for entry and transmission of U.S. and global custody transactions.
|
Trustee and Fiduciary
Services
|
Provides Internet-based capability
for intra-day processing, reporting and enquiry for the Bank’s trustee and depository
clients
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
Name of
Application
|
Description
|
Views Reporting / Portfolio
Views
|
Provides Internet-based custody,
accounting and
securities lending reporting on an intra-day, close-of-business or
historical basis. Bank clients may choose from standard board-room quality
reports or create and save custom
formats.
|
Software based
Applications:
Name of
Application
|
Description
|
Cash Decision Worksheet
(CDW)
|
Provides the ability to integrate
data from IM and CPS modules as well as importing transactions from the
client’s account receivable/payment
systems into a Microsoft Excel spreadsheet to allow customers to arrive at
a more accurate cash
position
|
Client Payment System
(CPS)
|
Provides a global payment system
that supports domestic and global wire transfer in multiple currencies,
supporting both the Bank and multibank institutions around the
world. Offers US ACH payments against pre-established accounts
worldwide
|
FX Trader
(CTS)
|
A real time foreign currency
trading and payment system that offers the ability to initiate foreign
currency wires and print foreign currency
drafts.
|
General Ledger
(G/L)
|
Provides automatic and
manual posting of
bank transactions to general ledger accounts. User-defined posting rules
provide the ability to automatically assign general ledger account numbers
to each bank reported transaction
|
Info-Xchange
(CIO)
|
Provides the ability to transmit
payment files to and
receive confirmations from the Bank and required level of security for
these files.
|
Infostation
Administration
|
Permits the Customer to establish
user access to the electronic banking services formerly known as Single
Sign-on.
|
InfoStation InfoMatch
|
Provides a file comparison tool
for comparing the Customer’s file records with an InfoStation
Reporter file.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
Name of
Application
|
Description
|
Infostation
Query
|
Permits U.S. custody inquiry initiation, which
allows for investigation of inquiries sent by the Customer to the
Bank’s custody operations and/or the
Bank’s Customer Service
team. Provides the ability to follow the status of the
investigation (formerly known as InfoQ).
|
Information Manager
(IM)
|
Provides balance and transaction
information retrieval in addition to storage and inquiry capabilities for
multicurrency accounts with the Bank and other financial institutions
worldwide.
|
InfoStation
Reporter
|
Permits the Customer to access
information related to global custody account holdings, transactions and
cash records.
|
Infostation Transaction
Initiation
|
Permits the entry and transmission
of U.S. and global custody transactions
(formerly known as Transaction Entry).
|
TITAN (Trust Information
Transaction Accounting Network)
|
Permits the Customer to access
US domestic pension and
custody account asset
information, transaction records and cash projection
information.
|
TITAN Trade Data
Entry
|
Permits the Customer's issuance of
instructions relating to U.S. domestic securities and cash
assets under an authentication protocol, via Cheetah communications
software.
|
Transaction Reconciliation
(Recon)
|
Offers the ability to match
(reconcile) bank reported transactions to client transactions using a set
of client specified criteria.
|
Xchange
|
Provides an interface between
InfoStation Reporter data and industry standard
portfolio management systems such as XXX and
CAMRA.
|
Form
Domestic Custody
Agreement (Mutual
Fund) February 28,
2007
|
![]() |
STRICTLY PRIVATE AND
CONFIDENTIAL
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_lg.jpg)
GLOBAL CUSTODY
RIDER
TO DOMESTIC CUSTODY
AGREEMENT
BETWEEN
[THE CUSTOMER]
AND
JPMORGAN CHASE BANK,
N.A.
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
GLOBAL
CUSTODY RIDER
TO
DOMESTIC
CUSTODY AGREEMENT
1.
|
INTENTION
OF THE PARTIES; DEFINITIONS
|
|
1.1
|
Intention of the
Parties.
|
|
(a)
|
This
Rider together with the Domestic Custody Agreement sets out the terms on
which Bank will be providing custodial, settlement and other associated
services to the Customer with respect to Global Securities (i.e.,
Securities other than U.S. Securities, which are governed exclusively by
the terms of the Domestic Custody Agreement). To the extent
there are any inconsistencies between the terms of the Domestic Custody
Agreement and the terms of this Rider, the terms of this Rider shall
govern.
|
|
(b)
|
Investing
in Financial Assets and cash in foreign jurisdictions may involve risks of
loss or other special feathers. The Customer acknowledges that
Bank is not providing any legal, tax or investment advice in providing the
services under this Rider and will not be liable for any losses resulting
from Country Risk.
|
|
1.2
|
Definitions.
|
All
capitalized terms used in this Rider, unless defined herein, shall have the
meanings given to such terms as set forth in the Domestic Custody
Agreement.
“1940 Act” means Investment
Company Act of 1940, as amended.
“Affiliated Subcustodian” means
a Subcustodian that is an Affiliate.
“Bank” means JPMorgan Chase
Bank, N.A.
“Bank’s London Branch” means
the London branch office of JPMorgan Chase Bank, N.A.
“Country Risk” means the risk
of investing or holding assets in a particular country or market, including, but
not limited to, risks arising from nationalization, expropriation or other
governmental actions; the country’s financial infrastructure, including
prevailing custody, tax and settlement practices; laws applicable to the
safekeeping and recovery of Financial Assets and cash held in custody; the
regulation of the banking and securities industries, including changes in market
rules; currency restrictions, devaluations or fluctuations; and market
conditions affecting the orderly execution of securities transactions or the
value of assets.
“Customer” means
[_____________________________________________________].
“Domestic Custody Agreement” or
“DCA” means the Domestic Custody Agreement between Bank and
Customer.
“Eligible Foreign Custodian”
means: (i) a banking institution or trust company,
incorporated or organized under the laws of a country other than the United
States, that is regulated as such by that country’s government or an agency
thereof; (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or
bank holding company which subsidiary is incorporated or organized under the
laws of a country other than the United States; and (iii) any other entity
(other than an Eligible Securities Depository) that shall have been so qualified
by exemptive order, rule or other appropriate action of the SEC.
“Eligible Securities Depository”
has the meaning as set forth in paragraph (a) of Section 2.10 of this
Rider.
“Financial Assets” as used in
this Rider shall relate exclusively to Global Securities.
“Foreign Custody Manager” has
the meaning as set forth in paragraph (a) of Section 2.10 of this
Rider.
“Global Securities” has the
meaning as set forth in paragraph (a) of Section 1.1 of this Rider.
“SEC” means the Securities and
Exchange Commission.
“Subcustodian” means any of
the subcustodians appointed by Bank from time to time to hold Securities and act
on its behalf in different jurisdictions (and being at the date of this Rider
the entities listed in Schedule 1) and includes any Affiliated
Subcustodian. Subcustodians are Securities
Intermediaries. Bank Indemnitees shall include Subcustodians and
their nominees, directors, officers, employees and agents.
“U.S. Bank” means a U.S. bank
as defined in SEC rule 17f-5(a)(7) of the 1940 Act.
2.
|
WHAT
BANK IS REQUIRED TO DO
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
2
|
2.1
|
Cash
Accounts.
|
|
(a)
|
For
the purpose of this Rider, Cash Accounts mean one or more deposit accounts
in the name of Customer at Bank’s London Branch. Any cash so
deposited with Bank’s London Branch shall be payable exclusively by Bank’s
London Branch in the applicable currency, subject to compliance with any
Applicable Law, including, without limitation, any restrictions on
transactions in the applicable currency imposed by the country of the
applicable currency.
|
|
(b)
|
Notwithstanding
paragraph (a) hereof, cash held in respect of those markets where Customer
is required to have a cash account in its own name held directly with the
relevant Subcustodian or Security Depository will be held in that manner
and will not be part of the Cash
Account.
|
|
2.2
|
Segregation of Assets;
Nominee Name.
|
|
(a)
|
Bank
will require each Subcustodian to identify in its own records that
Financial Assets held at such Subcustodian by Bank on behalf of its
customers belong to customers of Bank (to the extent permitted by
Applicable Law or market practice), such that it is readily apparent that
the Financial Assets do not belong to Bank or the
Subcustodian.
|
|
(b)
|
Bank
and Subcustodian are authorized to register in the name of Subcustodian
such Financial Assets as are customarily held in registered
form. Customer authorizes Bank or its Subcustodian to hold
Financial Assets in omnibus accounts on a fungible basis and to accept
delivery of Financial Assets of the same class and denomination as those
deposited with Bank or its
Subcustodian.
|
|
2.3
|
Income Collection;
AutoCredit.
|
Bank
shall provide income collection and AutoCredit service for Global Securities as
set forth in Section 2.7 of the DCA.
|
2.4
|
Contractual Settlement
Date Accounting.
|
If
Customer has elected to have contractual settlement date accounting” basis
service for the Global Securities credited to its Securities Account, Bank will
provide such service with respect to the settlement of transactions in those
global markets where the service is offered as provided in Section 2.5 of the
DCA.
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
3
|
2.5
|
Proxy Voting with
respect to Global
Securities.
|
|
(a)
|
Bank
will monitor information distributed to holders of Financial Assets about
upcoming shareholder meetings, promptly notify the Customer of such
information and, subject to Section 2.5(c) hereof, act in accordance with
Customer’s Instructions in relation to such meetings (the “Proxy Voting
Service”).
|
|
(b)
|
The
Proxy Voting Service is available only in certain markets, details of
which are available from Bank on request. Provision of the
Proxy Voting Service is conditional upon receipt by Bank of a duly
completed enrollment form as well as additional documentation that may be
required for certain markets.
|
|
(c)
|
The
Proxy Voting Service does not include physical attendance at shareholder
meetings. Requests for physical attendance at shareholder
meetings can be made but they will be evaluated and agreed to by Bank on a
case by case basis.
|
|
(d)
|
Customer
acknowledges that the provision of the Proxy Voting Service may be
precluded or restricted under a variety of circumstances. These
circumstances include, but are not limited
to:
|
|
(i)
|
the
Financial Assets being on loan or out for
registration;
|
|
(ii)
|
the
pendency of conversion or another corporate
action;
|
|
(iii)
|
the
Financial Assets being held in a margin or collateral account at Bank or
another bank or broker, or otherwise in a manner which affects voting;
and
|
|
(iv)
|
local
market regulations or practices, or restrictions by the
issuer.
|
Additionally,
in some cases Bank may be required to vote all shares held for a particular
issue for all of Bank’s customers in the same way. Bank will inform
Customer where this is the case.
|
2.6
|
Access to
Subcustodian’s Records.
|
Subject
to restrictions under Applicable Law, Bank will obtain an undertaking to permit
Customer's auditors and independent public accountants reasonable access to the
records of any Subcustodian of Financial Assets held in the Securities Account
as may be required in connection with such examination.
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
4
|
2.7
|
Maintenance of
Financial Assets at Subcustodian
Locations.
|
Unless
Instructions (as detailed in Article 3 entitled “Instructions” of the DCA)
require another location acceptable to Bank, Financial Assets will be held in
the country or jurisdiction in which their principal trading market is located,
where such Financial Assets may be presented for payment, where such Financial
Assets were acquired or where such Financial Assets are held. Bank
reserves the right to refuse to accept delivery of Financial Assets or cash in
countries and jurisdictions other than those referred to in Schedule 1 to this
Rider, as in effect from time to time.
|
2.8
|
Tax Relief
Services.
|
Bank will
provide for Global Securities, as set forth in Section 8.2 of the DCA, the same
tax relief services that Bank provides for American Depository
Receipts.
|
2.9
|
Foreign Exchange
Transactions.
|
To
facilitate the administration of Customer's trading and investment activity,
Bank may, but will not be obliged to, enter into spot or forward foreign
exchange contracts with Customer, or an Authorized Person, and may also provide
foreign exchange contracts and facilities through its Affiliates or
Subcustodians. Instructions, including standing Instructions, may be
issued with respect to such contracts, but Bank may establish rules or
limitations concerning any foreign exchange facility made
available. In all cases where Bank, its Affiliates or Subcustodians
enter into a master foreign exchange contract that covers foreign exchange
transactions for the Accounts, the terms and conditions of that foreign exchange
contract and, to the extent not inconsistent, this Rider, will apply to such
transactions.
|
2.10
|
Compliance with SEC
rule 17f-5 (“rule 17f-5”).
|
|
(a)
|
Customer’s
board of directors (or equivalent body) (hereinafter “Board”) hereby
delegates to Bank, and, except as to the country or countries as to which
Bank may, from time to time, advice Customer that it does not accept such
delegation, Bank hereby accepts the delegation to it, of the obligation to
perform as Customer’s “Foreign Custody Manager” (as that term is defined
in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the
purposes of: (i) selecting Eligible Foreign Custodians (as that term is
defined in rule 17f-5(a)(1), and as the same may be amended from time to
time, or that have otherwise been exempted pursuant to an SEC exemptive
order) to hold foreign Financial Assets and cash, (ii) evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set
forth in rule 17f-5(c)(2)) and (iii) monitoring such foreign custody
arrangements (as set forth in rule
17f-5(c)(3)).
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
5
|
(b)
|
In
connection with the foregoing, Bank
shall:
|
|
(i)
|
provide
written reports notifying Customer’s Board of the placement of Financial
Assets and cash with particular Eligible Foreign Custodians and of any
material change in the arrangements with such Eligible Foreign Custodians,
with such reports to be provided to Customer’s Board at such times as the
Board deems reasonable and appropriate based on the circumstances of
Customer’s foreign custody arrangements (and, until further notice from
Customer, such reports shall be provided not less than quarterly with
respect to the placement of Financial Assets and cash with particular
Eligible Foreign Custodians and with reasonable promptness upon the
occurrence of any material change in the arrangements with such Eligible
Foreign Custodians);
|
|
(ii)
|
exercise
such reasonable care, prudence and diligence in performing as Customer’s
Foreign Custody Manager as a person having responsibility for the
safekeeping of foreign Financial Assets and cash would
exercise;
|
|
(iii)
|
in
selecting an Eligible Foreign Custodian, first have determined that
foreign Financial Assets and cash placed and maintained in the safekeeping
of such Eligible Foreign Custodian shall be subject to reasonable care,
based on the standards applicable to custodians in the relevant market,
after having considered all factors relevant to the safekeeping of such
foreign Financial Assets and cash, including, without limitation, those
factors set forth in rule
17f-5(c)(1)(i)-(iv);
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
6
|
(iv)
|
determine
that the written contract with an Eligible Foreign Custodian requires that
the Eligible Foreign Custodian shall provide reasonable care for foreign
Financial Assets and cash based on the standards applicable to custodians
in the relevant market; and
|
|
(v)
|
have
established a system to monitor the continued appropriateness of
maintaining foreign Financial Assets and cash with particular Eligible
Foreign Custodians and of the governing contractual arrangements; it being
understood, however, that in the event that Bank shall have determined
that the existing Eligible Foreign Custodian in a given country would no
longer afford foreign Financial Assets and cash reasonable care and that
no other Eligible Foreign Custodian in that country would afford
reasonable care, Bank shall promptly so advise Customer and shall then act
in accordance with the Instructions of Customer with respect to the
disposition of the affected foreign Financial Assets and
cash.
|
Subject
to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign
Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.
|
(c)
|
Except
as expressly provided herein, Customer shall be solely responsible to
assure that the maintenance of foreign Financial Assets and cash hereunder
complies with the rules, regulations, interpretations and exemptive orders
as promulgated by or under the authority of the
SEC.
|
|
(d)
|
Bank
represents to Customer that it is a U.S. Bank as defined in Rule
17f-5(a)(7). Customer represents to Bank that: (1) the foreign
Financial Assets and cash being placed and maintained in Bank's custody
are subject to the 1940 Act, as the same may be amended from time to time;
(2) (i) its Board has determined that it is reasonable to rely on Bank to
perform as Customer’s Foreign Custody Manager or (ii) its Board or its
investment adviser shall have determined that Customer may maintain
foreign Financial Assets and cash in each country in which Customer’s
Financial Assets and cash shall be held hereunder and determined to accept
Country Risk. Nothing contained herein shall require Bank to
make any selection or to engage in any monitoring on behalf of Customer
that would entail consideration of Country
Risk.
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
7
|
(e)
|
Bank
shall provide to Customer such information relating to Country Risk as is
specified in Appendix 1-A hereto. Customer hereby acknowledges
that: (i) such information is solely designed to inform Customer of market
conditions and procedures and is not intended as a recommendation to
invest or not invest in particular markets; and (ii) Bank has gathered the
information from sources it considers reliable, but that Bank shall have
no responsibility for inaccuracies or incomplete
information.
|
|
2.11
|
Compliance with SEC
rule 17f-7 ("rule 17f-7").
|
|
(a)
|
Bank
shall, for consideration by Customer, provide an analysis in accordance
with maintaining Customer’s foreign Financial Assets and cash with each
Eligible Securities Depository used by Bank as of the date hereof (or, in
the case of an Eligible Securities Depository not used by Bank as of the
date hereof, prior to the initial placement of Customer’s foreign
Financial Assets and cash at such Depository) and at which any foreign
Financial Assets and cash of Customer are held or are expected to be
held. The foregoing analysis will be provided to Customer at
Bank’s Website. In connection with the foregoing, Customer
shall notify Bank of any Eligible Securities Depositories at which it does
not choose to have its foreign Financial Assets and cash
held. Bank shall monitor the custody risks associated with
maintaining Customer’s foreign Financial Assets and cash at each such
Eligible Securities Depository on a continuing basis and shall promptly
notify Customer or its adviser of any material changes in such
risks.
|
|
(b)
|
Bank
shall exercise reasonable care, prudence and diligence in performing the
requirements set forth in Section 2.11(a) above.
|
|
(c)
|
Based
on the information available to it in the exercise of diligence, Bank
shall determine the eligibility under rule 17f-7 of each depository before
including it on Appendix 1-B hereto and shall promptly advise Customer if
any Eligible Securities Depository ceases to be
eligible. (Eligible Securities Depositories used by Bank as of
the date hereof are set forth in Appendix 1-B hereto, and as the same may
be amended on notice to Customer from time to
time.)
|
3.
|
INSTRUCTIONS
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
8
Bank will
act upon all Instructions received from Customer with respect to the Financial
Assets and cash held for the Accounts in accordance with Article 3 of the DCA
and this Rider.
4.
|
FEES,
EXPENSES AND OTHER AMOUNTS OWING TO
BANK
|
|
4.1
|
Fees and
Expenses.
|
Customer
will pay Bank for its services under this Rider such fees as may be agreed upon
in writing from time to time, together with Bank's reasonable out-of-pocket or
incidental expenses, including, but not limited to, legal
fees. Invoices will be payable within thirty (30) days of the date of
the invoice. If the Customer disputes an invoice, it shall
nevertheless pay on or before the date that payment is due such portion of the
invoice as is not subject to a bona fide dispute. The Bank may deduct
amounts invoiced from the Cash Account except to the extent that the Customer
has objected to the invoice within thirty (30) days of the date of the invoice
(or such other period as the parties may agree in writing).
|
4.2
|
Overdrafts.
|
If a
debit to any currency in the Cash Account results in a debit balance in that
currency, then Bank may, in its discretion, (i) advance an amount equal to the
overdraft, (ii) reject the settlement in whole or in any part, or (iii) if
posted to the Securities Account, reverse the posting of the Financial Assets
credited to the Securities Account. If Bank elects to make such an
advance, the advance will be deemed a loan to Customer, payable on demand,
bearing interest at the rate charged by Bank from time to time, for overdrafts
incurred by customers similar to Customer, from the date of such advance to the
date of payment (both after as well as before judgment) and otherwise on the
terms on which Bank makes similar overdrafts available from time to
time. No prior action or course of dealing on Bank’s part with
respect to the settlement of transactions on Customer’s behalf will be asserted
by Customer against Bank for Bank’s refusal to make advances to the Cash Account
or to settle any transaction for which Customer does not have sufficient
available funds in the Account.
5.
|
SUBCUSTODIANS
|
|
5.1
|
Appointment of
Subcustodians.
|
|
(a)
|
Bank
is authorized under this Rider to act through and hold Customer's
Financial Assets with subcustodians, being at the date of this Rider the
entities listed in Schedule 1 and/or such other entities as Bank may
appoint as subcustodians ("Subcustodians"). Bank
will use reasonable care in the selection, monitoring and continued
appointment of such Subcustodians. In addition, Bank and each
Subcustodian may deposit Securities with, and hold Securities in any
Securities Depository on such terms as such Securities Depository
customarily operates and Customer will provide Bank with such
documentation or acknowledgements that Bank may require to hold the
Financial Assets in such Securities Depository. At the request
of Customer, Bank may, but need not, add to Appendix 1-B an Eligible
Foreign Custodian where Bank has not acted as Foreign Custody Manager with
respect to the selection thereof. Bank shall notify Customer in
the event that it elects to add any such
entity.
|
|
(b)
|
Any
agreement Bank enters into with a Subcustodian for holding Bank’s
customers’ assets will provide that such assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of
such Subcustodian or its creditors except a claim for payment for their
safe custody or administration, and, in the case of cash deposits, except
for liens or rights in favor of creditors of Subcustodian arising under
bankruptcy, insolvency or similar law, that the beneficial ownership
thereof will be freely transferable without the payment of money or value
other than for safe custody or administration. Bank shall be
responsible for all claims for payment of fees for safe custody or
administration so that no Subcustodian exercises any claim for such
payment against Customer’s assets. Where a Subcustodian
deposits Securities with a Securities Depository, Bank will cause the
Subcustodian to identify on its records as belonging to Bank, as agent,
the Securities shown on the Subcustodian’s account at such Securities
Depository. The foregoing will not apply to the extent of any
special agreement or arrangement made by Customer with any particular
Subcustodian.
|
|
5.2
|
Liability for
Subcustodians.
|
|
(a)
|
Subject
to the limitations of liability of Bank set forth in paragraph (b) of
Section 7.1 of the DCA, Bank will be liable only for direct losses
incurred by Customer that result
from:
|
|
(i)
|
the
failure by a Subcustodian to use reasonable care in the provision of
custodial services by it in accordance with the standards prevailing in
the relevant market or from the fraud or willful default of such
Subcustodian in the provision of custodial services by it;
or
|
|
(ii)
|
the
insolvency of any Affiliated
Subcustodian.
|
|
(b)
|
Subject
to paragraph (a) of Section 5.1 of this Rider and Bank’s duty to use
reasonable care in the monitoring of a Subcustodian’s financial condition
as reflected in its published financial statements and other publicly
available financial information concerning it customarily reviewed by Bank
in its oversight process, Bank will not be responsible for the insolvency
of any Subcustodian which is not a branch or an Affiliated
Subcustodian.
|
|
(c)
|
Bank
reserves the right to add, replace or remove
Subcustodians. Bank will give prompt notice of any such action,
which will be advance notice if practicable. Upon request by
Customer, Bank will identify the name, address and principal place of
business of any Subcustodian and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such
Subcustodian.
|
|
5.3
|
Liability for
Securities Depositories
|
Bank is
not responsible for the selection or monitoring of any Securities Depository and
will not be liable for any act or omission by (or the insolvency of) any
Securities Depository. In the event Customer incurs a loss due to the
negligence, willful misconduct or insolvency of a Securities Depository, Bank
will make good faith efforts, in its discretion, to seek recovery from the
Securities Depository, but Bank will not be obligated to institute legal
proceedings, file a proof of claim in any insolvency proceeding or take any
similar action.
6.
|
WHEN
BANK IS LIABLE TO CUSTOMER
|
Bank
shall be entitled to all the protective provisions of Article 7 of the DCA in
the performance of its duties and obligations under this
Rider. Subcustodians shall be entitled to indemnification under
paragraph (c) of Section 7.1 of the DCA as Bank
Indemnitees. Nevertheless, Customer shall not be obligated to
indemnify any Subcustodian under Section 7.1(c) of the DCA as Bank’s agent with
respect to any Liability for which Bank is liable under Section 5.2 of this
Rider. For puposes of clarity, it is agreed that as used in paragraph
(a) of Section 5.2 of this Rider, the term Subcustodian shall not include any
Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody
Manager.
7.
|
ADDITIONAL
TAX OBLIGATIONS
|
Customer
will provide to Bank such certifications, documentation and information as it
may require in connection with taxation, and warrants that, when given, this
information is true and correct in every respect, not misleading in any way and
contains all material information. Customer undertakes to notify Bank
immediately if any information requires updating or correcting.
8.
|
MISCELLANEOUS
|
|
8.1
|
Information Concerning
Deposits at Bank’s London
Branch.
|
The
Financial Services Compensation Scheme (the “FSCS”) was created under the
Financial Services and Markets Xxx 0000. The terms of the FSCS offer
protection in connection with deposits and investments in the event of the
person to whom Bank’s London Branch provides services suffering a financial loss
as a direct consequence of Bank’s London Branch being unable to meet any of its
liabilities, and subject to the FSCS rules regarding eligible claimants and
eligible claims, the Customer may have a right to claim compensation from the
FSCS. Subject to the terms of the FSCS, the limit on the maximum
compensation sum payable by the FSCS in relation to investment business is
£48,000 and in relation to deposits is £31,700. A detailed
description of the FSCS (including information on how to make a claim,
eligibility criteria and the procedures involved) is available from the FSCS who
can be contacted at 0xx Xxxxx,
Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx, X0 0XX.
|
8.2
|
Severability and
Waiver.
|
|
(a)
|
If
one or more provisions of this Rider are held invalid, illegal or
unenforceable in any respect on the basis of any particular circumstances
or in any jurisdiction, the validity, legality and enforceability of such
provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way be
affected or impaired.
|
|
(b)
|
Except
as otherwise provided herein, no failure or delay on the part of either
party in exercising any power or right under this Rider operates as a
waiver, nor does any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of any other power
or right. No waiver by a party of any provision of this Rider,
or waiver of any breach or default, is effective unless in writing and
signed by the party against whom the waiver is to be
enforced.
|
|
(c)
|
The
parties’ rights, protections and remedies under this Rider shall survive
its termination.
|
|
8.3
|
Sections Incorporated
by Reference.
|
Global
Custody Rider for Mutual Funds (February 28,
2007)
|
![](https://www.sec.gov/Archives/edgar/data/912900/000114420409023552/logo_sm.jpg)
12
For the
avoidance of doubt, the entire Article 10 of the DCA is incorporated by
reference into this Rider. All references to “Agreement” therein
shall be read to include this Rider.
|
8.4
|
Termination.
|
|
(a)
|
Customer
may terminate this Rider on sixty (60) days’ written notice to
Bank. Bank may terminate this Rider on one hundred and eighty
(180) days’ written notice to
Customer.
|
|
(b)
|
Notwithstanding
Section 8.4(a):
|
|
(i)
|
Either
party may terminate this Rider immediately on written notice to the other
party in the event that a material breach of this Rider by the other party
has not been cured within thirty (30) days of that party being given
written notice of the material breach;
|
|
(ii)
|
Either
party may terminate this Rider immediately on written notice to the other
party upon the other party being declared bankrupt, entering into a
composition with creditors, obtaining a suspension of payment, being put
under court controlled management or being the subject of a similar
measure; and
|
|
(iii)
|
Bank
may terminate this Rider on sixty (60) days’ written notice to Customer in
the event that Bank reasonably determines that Customer has ceased to
satisfy Bank’s customary credit
requirements.
|
|
(c)
|
This
Rider shall automatically terminate with the termination of the
DCA. Article 9 of the DCA, to the extent applicable, shall
apply to any such termination of this
Rider.
|
THE
CUSTOMER
|
JPMORGAN CHASE BANK,
N.A.
|
By:__________________________________
Name:
Title:
Date:
|
By:_________________________________
Name:
Title:
Date:
|
Appendix
1-A
Information
Regarding Country Risk
1. To aid Customer in its
determinations regarding Country Risk, Bank shall furnish annually and upon the
initial placing of Financial Assets and cash into a country the following
information (check items applicable):
|
A
|
Opinions of local counsel
concerning:
|
___
|
i.
|
Whether applicable foreign law
would restrict the access afforded Customer’s independent public
accountants to books and records kept by an eligible foreign custodian
located in that country.
|
___
|
ii.
|
Whether applicable foreign law
would restrict Customer's ability to recover its Financial Assets and cash
in the event of the bankruptcy of an Eligible Foreign Custodian located in
that country.
|
___
|
iii.
|
Whether applicable foreign law
would restrict Customer's ability to recover Financial Assets that are
lost while under the control of an Eligible Foreign Custodian located in
the country.
|
|
B.
|
Written information
concerning:
|
___
|
i.
|
The foreseeability of
expropriation, nationalization, freezes, or confiscation of Customer's
Financial Assets.
|
___
|
ii.
|
Whether difficulties in converting
Customer's cash and cash equivalents to U.S. dollars are reasonably
foreseeable.
|
|
C.
|
A market report with respect to
the following topics:
|
(i) securities regulatory environment,
(ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities
settlement and registration, (v) taxation, and (vi) depositories (including
depository evaluation), if any.
2. To aid Customer in
monitoring Country Risk, Bank shall furnish board the following additional
information:
Market flashes, including with respect
to changes in the information in market reports.
Appendix
1-B
ELIGIBLE
SECURITIES DEPOSITORIES