EXHIBIT 23(g)
CUSTODY AGREEMENT
This Agreement is made this 27th day of March , 2001 between Maxim Series Fund,
Inc. (the "Company"), a Maryland corporation, and Barclays Global Investors, N.
A. ( "BGI")
1. BGI will open and maintain an account on behalf of the Company (the
"Account") and hold therein all cash, securities and other property as shall
from time to time be received and accepted by BGI pursuant to this Agreement,
and will collect and receive all income, monies and other properties paid or
deposited in respect of the property held in the Account or realized on the sale
or other disposition of property in the Account. All assets in the Account shall
be held for the use and benefit of the Company, shall remain the specific
property of the Company and shall not be subject to any claim made by the Bank
against the Company, nor to any right of set off by the Bank and, except for
cash, shall not be subject to the claim of any third party against the Bank.
2. BGI will, upon instructions of the Company given as provided in paragraph 14:
(a) deliver or receive securities and other property, (b) convert, redeem or
exchange for other securities and other property any securities or other
property at any time held in the Account, and (c) transfer or make payments from
the Account of securities and other property to such persons as may from time to
time be specified by the Company.
3. BGI shall notify Company of any fractional interests in securities received
by BGI as a result of stock dividends and will dispose or sell of such
fractional interests
4. When BGI is instructed to receive securities against payment, the Company
will have funds or equivalent receivables on deposit with BGI or have funds made
available to BGI in advance for such purpose.
5. BGI is not under any duty to provide the Company with investment advice or to
supervise the Company's investments.
6. BGI shall notify the Company of each transaction involving the Account and
will render a statement of transactions with respect to the Account on a regular
basis. Additional periodic statements and certifications of assets shall be
rendered as the Company may reasonably require. BGI shall at all times maintain
proper books and records with regard to all transactions contemplated by this
Agreement. Books and records shall be subject to audit and inspection by the
Company. During the course of BGI's regular business hours, authorized employees
and representatives of the Company, upon giving one business day notice, or
regulatory officials, upon reasonably notice whenever possible, shall be
entitled to examine on BGI's premises, BGI's records relating to the Account or
inspect the assets of the Account.
7. BGI shall vote any stocks, bonds or other securities in the Account, and may
give general or special proxies with or without power of substitution with
respect thereto.
8. The Company hereby authorizes BGI to hold securities owned by the Company
with the Depository Trust Company, the Participants Trust Company, the Federal
Reserve Bank and Euroclear. Securities so held by BGI, or held in fungible bulk
by BGI for more than one owner, shall be separately identified on BGI's official
records as being owned by the Company. BGI shall provide annual certification
that the securities are held in custody or as required by applicable regulatory
officials.
9. BGI's records shall identify which securities are kept with the Depository
Trust Company, the Participants Trust Company, the Federal Reserve Bank and
Euroclear and shall also identify the location of the securities, and, if held
through an agent, the name of the agent.
10. All the securities that are registered must be registered in the name of the
Company, in the name of a nominee or agent of the Company , in BGI's name or its
nominee, or, if held in an authorized clearing corporation, in the name of the
clearing corporation or its nominee. For securities held in the name of a
nominee, the Company will have the same responsibility as if the securities were
registered in its name.
11. Compensation for BGI's services pursuant to this Agreement shall be as
agreed to in advance from time-to-time by BGI and the Company and shall be
evidenced in writing which document shall address all aspects of compensation
including remittance schedules and pre-authorized debit procedures .
12. BGI is authorized to charge the account with all taxes and levies incidental
to the transfer of securities on the Company's behalf and will provide on a
monthly basis an itemized statement to the Company of such charges. BGI will be
responsible for all other standard custody expenses.
13. BGI is authorized to disclose the Company's name, address and securities
position to the issuers of such securities when requested to do so by them.
14. BGI shall be authorized to accept and rely upon the instructions given by
any authorized employee of the Company, including any verbal instructions which
the individual receiving such instructions on behalf of BGI believes in good
faith to have been given by an authorized employee of the Company, and all
authorizations shall remain in full force and effect until canceled or
superseded by subsequent instructions received by XXX.
00. XXX will post income and principal payments to the Account pursuant to
Schedule A attached hereto and incorporated herein by reference.
16. After safe delivery of securities to BGI and until redelivery or other
disposition of such securities pursuant to instructions by the Company, BGI
assumes liability for loss thereof due to the negligence or willful misconduct
of BGI, the unexcused breach of the Agreement by BGI or violation by BGI of any
applicable law, regulation or order. Safe delivery shall be evidenced by a
confirmation issued by XXX.
00. XXX agrees that it is responsible for and required to fully reimburse and
indemnify the Company for any loss of securities pursuant to Paragraph 16 above.
In the event there is a loss of securities as to which BGI is obligated to
indemnify the Company BGI shall promptly replace the same or the value thereof,
and the value of any loss of rights or privileges pertaining to such securities
which result from such loss.
18. When BGI is instructed to deliver securities against payment, delivery may
actually be made before receipt of payment in accordance with generally accepted
market practice of net end-of- day settlement. The Company bears the risk that
the recipient of the securities may fail to make payment, return the securities
or hold the securities or the proceeds of their sale in trust for the Company of
for BGI as agent.
19. The Company will execute its investment transactions on its own behalf.
However, in the event the Company chooses to utilize the services of BGI, BGI
will, at its sole discretion, accept orders from the Company for the purchase or
sale of securities and either execute such orders itself or by means of an
agent, such as a broker or other financial organization of its choice, subject
to the fees and commissions in effect from time to time. BGI shall not be
responsible for any act or omission, or for the solvency, of any broker or agent
selected by BGI to effect any transaction for the Company's account. When
instructed to buy or sell securities for which BGI acts as a dealer, BGI will
buy or sell such securities from or to itself as principal.
20. BGI will be entitled to reverse any credits made on the Company's behalf
where such credits have been previously made and securities or monies are not
finally collected.
21. All shipments of negotiable or non-negotiable securities from BGI must be by
registered mail, registered airmail and/or express and connecting messenger
therewith and must be insured.
22. BGI shall be under no obligation or duty to take action to effect collection
of any amount if the securities upon which such payment is due are in default,
or if payment is refused after due demand and presentation.
23. The Custodian may at any time or times in its discretion appoint (and may at
any time remove) any other bank or trust company which is itself qualified under
the Investment Company Act of 1940, as amended, to act as a custodian, as its
agent to carry out such of the provisions of this Agreement as the Custodian may
from time to time direct; provided, however, that the appointment of any agent
shall not relieve the Custodian of its responsibilities or liabilities
hereunder.
24. The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Company. The
Custodian may receive and accept a certified copy of a vote of the Board of
Directors as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Directors pursuant to the Articles as described in such vote, and such
vote may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
25. So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless by the Company and/or each
Fund in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties, including any futures commission merchant acting
pursuant to the terms of a three-party futures or options agreement. The
Custodian shall be held to the exercise of reasonable care in carrying out the
provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Company and/or the Fund for any action taken or omitted
by it without negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Trust) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to such
advice.
Except as may arise from the Custodian's own negligence or willful misconduct,
the Custodian shall be without liability to the Company and/or each Fund for any
loss, liability, claim or expense resulting from or caused by; (i) events or
circumstances beyond the reasonable control of the Custodian or any agent or
nominee, including, without limitation, nationalization or expropriation,
imposition of currency controls or restrictions, the interruption, suspension or
restriction of trading on or the closure of any securities market, power or
other mechanical or technological failures or interruptions, computer viruses or
communications disruptions, acts of war or terrorism, riots, revolutions, work
stoppages, natural disasters or other similar events or acts; (ii) errors by the
Companyin its instructions to the Custodian; (iii) the insolvency of or acts or
omissions by a Securities System; (iv) any delay or failure of any broker, agent
or intermediary, central bank or other commercially prevalent payment or
clearing system to deliver to the custodian's sub-custodian or agent securities
purchased or in the remittance or payment made in connection with securities
purchased or in the remittance or payment made in connection with securities
sold; (v) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the Custodian,
the Trust, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.
If the Company requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Company being liable for the payment of money or incurring liability of some
other form, the Trust, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
In no event shall the Custodian be liable to the Company and/or each Fund for
indirect, special or consequential damages, unless such damages arise out of the
willful misconduct or bad faith of the Custodian. In no event shall the Company
and/or each Fund be liable to the Custodian for indirect, special or
consequential damages, unless such damages arise out of the willful misconduct
or bad faith of the Company and/or each Fund.
26. If the Company requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities or provide conditional credit for any
purpose (including but not limited to securities settlements, and assumed
settlement) or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Company shall
be security therefor and should the Company fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of the Company assets to the extent necessary to obtain reimbursement to
the extent that such actions will not cause the Company and/or Fund to be in
violation of any applicable federal or state securities laws, rules or
regulations.
27. It is understood that BGI is authorized to supply any information regarding
the Account which is required by any law or governmental regulation now or
hereafter in effect.
28. Each and every right granted to the parties hereunder or under any other
document delivered hereunder or in connection herewith, or in connection
herewith, or allowed them by law or equity, shall be cumulative and may be
exercised from time to time. No failure on the part of either party to exercise,
and no delay in exercising, any right will operate as a waiver thereof, nor will
any single or partial exercise by either party or any right preclude any other
or future exercise thereof or the exercise of any other right.
29. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality or
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
30. The Agreement may be amended or terminated at any time by written agreement
of the parties and may be terminated by either party at any time upon 60 days
written notice to the other party. In the event of termination of the Agreement,
BGI shall join in whatever action is necessary to effect the safe return to the
Company, or the transfer to such person(s) designated by the Company, of the
assets comprising the Account.
31. Notices and other communications shall be addressed to the parties hereto at
the address set forth in the signature part of this Agreement.
32. The Agreement shall be governed by the laws of the State of New York and
will be binding upon the successors and assigns of the parties hereto.
Dated as of the day and year first above written.
MAXIM SERIES FUND, INC. BARCLAYS GLOBAL INVESTORS, N.A.
0000 Xxxx Xxxxxxx Xxxx 00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX, 00000
By: /s/ Xxxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- -------------------------------
Title: Treasurer Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx XxXxxxxxxx
-------------------------------- -------------------------------
Title: Secretary Title: Principal
CUSTODY AGREEMENT
This Agreement is made this 24th day of June 1991 between Maxim
Series Fund, Inc. (the "Company"), a Maryland corporation, and Xxxxxx Guaranty
Trust Company of New York ("Xxxxxx").
1. Xxxxxx will open and maintain an account on behalf of the Company
(the "Account") and hold therein all cash, securities and other property as
shall from time to time be received and accepted by Xxxxxx pursuant to this
Agreement, and will collect and receive all income, monies and other properties
paid or deposited in respect of the property held in the Account or realized on
the sale or other disposition of property in the Account. All assets in the
Account shall be held for the use and benefit of the Company, shall remain the
specific property of the Company and shall not be subject to any claim made by
the Bank against the Company, nor to any right of set off by the Bank and,
except for cash, shall not be subject to the claim of any third party against
the Bank.
2. Xxxxxx will, upon instructions of the Company given as provided in
paragraph 14: (a) deliver or receive securities and other property, (b) convert,
redeem or exchange for other securities and other property any securities or
other property at any time held in the Account, and (c) transfer or make
payments from the Account of securities and other property to such persons as
may from time to time be specified by the Company.
3. Xxxxxx shall notify Company of any fractional interests in
securities received by Xxxxxx as a result of stock dividends and will dispose or
sell of such fractional interests.
4. When Xxxxxx is instructed to receive securities against payment, the
Company will have funds or equivalent receivables on deposit with Xxxxxx or have
funds made available to Xxxxxx in advance for such purpose.
5. Xxxxxx is not under any duty to provide the Company with investment
advice or to supervise the Company's investments.
6. Xxxxxx shall notify the Company of each transaction involving the
Account and will render a statement of transactions with respect to the Account
on a regular basis. Additional periodic statements and certifications of assets
shall be rendered as the Company may reasonably require. Xxxxxx shall at all
times maintain proper books and records with regard to all transactions
contemplated by this Agreement. Books and records shall be subject to audit and
inspection by the Company. During the course of Xxxxxx'x regular business hours,
authorized employees and representatives of the Company, upon giving one
business day notice, or regulatory officials, upon reasonable notice whenever
possible, shall be entitled to examine on Xxxxxx'x premises, Xxxxxx'x records
relating to the Account or inspect the assets of the Account.
7. The Bank will send to the Company (i) such proxies (signed in blank
if issued in the name of the nominee) and communications with respect to
securities in the Account as call for voting or other action by the stockholder;
(ii) any information which relates to legal proceedings and which is received by
Xxxxxx for forwarding to the Company; and (iii) any information relating to the
securities.
8. The Company hereby authorizes Xxxxxx to hold securities owned by the
Company with the Depository Trust Company, the Participants Trust Company, the
Federal Reserve Bank and Euroclear. Securities so held by Xxxxxx, or held in
fungible bulk by Xxxxxx for more than one owner, shall be separately identified
on Xxxxxx'x official records as being owned by the Company. Xxxxxx shall provide
annual certification that the securities are held in custody or as required by
applicable regulatory officials.
9. Xxxxxx'x records shall identify which securities are kept with the
Depository Trust Company, the Participants Trust Company, the Federal Reserve
Bank and Euroclear and shall also identify the location of the securities, and,
if held through an agent, the name of the agent.
10. All the securities that are registered must be registered in the
name of the Company, in the name of a nominee of the Company, in Xxxxxx'x name
or its nominee, or, if held in an authorized clearing corporation, in the name
of the clearing corporation or its nominee. For securities held in the name of a
nominee, the Company will have the same responsibility as if the securities were
registered in its name.
11. Compensation for Xxxxxx'x services pursuant to this Agreement shall
be as agreed to in advance from time-to-time by Xxxxxx and the Company and shall
be evidenced in writing. Xxxxxx will provide a monthly statement to the Company
reflecting the fees due and owing to Xxxxxx for its services rendered pursuant
to this Agreement. The Company will remit payment according to said invoice
within 30 business days after receipt thereof either by electronic wire transfer
or by check. If such statement is not paid within the thirty day period, Xxxxxx
is authorized to charge the account in accordance with its preauthorized debit
procedures.
12. Xxxxxx is authorized to charge the account with all taxes and
expenses incidental to the transfer of securities on the Company's behalf and
will provide on a monthly basis an itemized statement to the Company of such
charges.
13. Xxxxxx is authorized to disclose the Company's name, address
and securities position to the issuers of such securities when requested to do
so by them.
14. Xxxxxx shall be authorized to accept and rely upon the instructions
given by any authorized employee of the Company, including any verbal
instructions which the individual receiving such instructions on behalf of
Xxxxxx believes in good faith to have been given by an authorized employee of
the Company, and all authorizations shall remain in full force and effect until
canceled or superseded by subsequent instructions received by Xxxxxx.
15. Xxxxxx will post income and principal payments to the Account
pursuant to Schedule A attached hereto and incorporated herein by reference. For
any failure to so post income and principal payments, Xxxxxx agrees to pay
compensation to the Company as agreed to in writing by the parties.
16. After safe delivery of securities to Xxxxxx and until redelivery or
other disposition of such securities pursuant to instructions by the Company,
Xxxxxx assumes liability for loss thereof due to the negligence or willful
misconduct of Xxxxxx, the unexcused breach of this Agreement by Xxxxxx or
violation by Xxxxxx of any applicable law, regulation or order. Safe delivery
shall be evidenced by a confirmation issued by Xxxxxx.
17. Xxxxxx agrees that it is responsible for and required to fully
reimburse and indemnify the Company for any loss of securities pursuant to
Paragraph 16 above. In the event there is a loss of securities as to which
Xxxxxx is obligated to indemnify the Company, Xxxxxx shall promptly replace the
same or the value thereof, and the value of any loss of rights or privileges
pertaining to such securities which result from such loss.
18. When Xxxxxx is instructed to deliver securities against payment,
delivery may actually be made before receipt of payment in accordance with
generally accepted market practice of net end-of-day settlement. The Company
bears the risk that the recipient of the securities may fail to make payment,
return the securities or hold the securities or the proceeds of their sale in
trust for the Company of for Xxxxxx as agent.
19. The Company will execute its investment transactions on its own
behalf. However, in the event the Company chooses to utilize the services of
Xxxxxx, Xxxxxx will, at its sole discretion, accept orders from the Company for
the purchase or sale of securities and either execute such orders itself or by
means of an agent, such as a broker or other financial organization of its
choice, subject to the fees and commissions in effect from time to time. Xxxxxx
shall not be responsible for any act or omission, or for the solvency, of any
broker or agent selected by Xxxxxx to effect any transaction for the Company's
account. When instructed to buy or sell securities for which Xxxxxx acts as a
dealer, Xxxxxx will buy or sell such securities from or to itself as principal.
20. Xxxxxx will be entitled to reverse any credits made on the
Company's behalf where such credits have been previously made and securities or
monies are not finally collected.
21. All shipments of negotiable or non-negotiable securities from
Xxxxxx must be by registered mail, registered airmail and/or express and
connecting messenger therewith and must be insured.
22. Xxxxxx shall be under no obligation or duty to take action to
effect collection of any amount if the securities upon which such payment is due
are in default, or if payment is refused after due demand and presentation.
00.Xx is understood that Xxxxxx is authorized to supply any information
regarding the ccount which is required by any law or governmental regulation
now or hereafter in effect.
24. Each and every right granted to the parties hereunder or under any
other document delivered hereunder or in connection herewith, or allowed them by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.
25. In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
26. This Agreement may be amended or terminated at any time by written
agreement of the parties and may be terminated by either party at any time upon
60 days written notice to the other party. In the event of termination of this
Agreement, Xxxxxx shall join in whatever action is necessary to effect the safe
return to the Company, or the transfer to such person(s) designated by the
Company, of the assets comprising the Account.
27. Notices and other communications shall be addressed to the parties
hereto at the address set forth in the signature part of this Agreement.
28. The Agreement shall be governed by the laws of the State of New
York and will be binding upon the successors and assigns of the parties hereto.
Dated as of the day and year first above written.
MAXIM SERIES FUND, INC. XXXXXX GUARANTY TRUST COMPANY
0000 X. Xxxxxxx Xxxx XX XXX XXXX
Xxxxxxxxx, Xxxxxxxx 00000 New York, New York
By: /s/ By: /s/
By: /s/ By: /s/
Taxpayer Identification No.:
00-0000000
SCHEDULE A
Security Type Date of Credit Type of Funds
------------- -------------- -------------
DTC Eligible - Interest Payable Date Like Funds
-Principal Amortization Payable Date, if the
factor is known,
upon collection, if
factor is unknown Like Funds
Physical - Interest Payable Date Like Funds
FRB Eligible Payable Date Fed Funds
PTC Eligible - GNMA I Payable Date + 1 Fed Funds
PTC Eligible - GNMA II Payable Date Fed Funds
CMO's - Interest Payable Date Like Funds
CMO's - Principal Upon collection, Like Funds
Scheduled Maturities
- FRB,DTC Payable Date Like Funds
- Physicals Upon collection
typically Payable Date Like Funds
Other Categories Upon Collection Like Funds
Dated: June 24, 1991
Global Custody Agreement
Agreement dated as of December -, 1993 between Xxxxxx Guaranty Trust Company of
New York (the "Custodian"), acting through its office at 00 xxxxxx xxx Xxxx,
Xxxxxxxx, Xxxxxxx, and Maxim Series Fund, Inc. (the "Client").
Whereas, the Client desires to arrange for the custody of certain of its assets
and the provision of related services by the Custodian-,
Now, Therefore, in consideration of the mutual agreements contained herein, the
Custodian and the Client agree as follows:
1. Definitions. The following terms, as used herein, shall have the following
meanings:
"Authorized Instruction" means a written, oral or electronic communication
received by the Custodian that the Custodian believes in good faith to have been
given by an Authorized Person and that has been transmitted subject to the
Security Procedure or Procedures agreed upon in writing by the Custodian and the
Client.
"Authorized Persons" means those persons who have been designated by or duly
authorized by the Client pursuant to all necessary corporate or other action
(which shall be evidenced by appropriate documentation delivered to the
Custodian) to act on behalf of the Client in connection with this Agreement.
Such persons shall continue to be Authorized Persons until such time as the
Client has delivered to the Custodian appropriate documents revoking the
authority of such persons.
"Cash" has the meaning set forth in Section 5.
"Cash Account" means a current account (which may be divided into a number of
subaccounts, denominated in U.S. dollars, Belgian francs or any other currency
or Composite Currency Unit acceptable to the Custodian) opened by the Custodian
on its books in the name of the Client.
"Communication Products" has the meaning set forth in Section 28.
"Composite Currency Units" means the European Currency Unit ("ECU"), the Special
Drawing Right "SDR") or another composite unit consisting of the aggregate of
specified amounts of specified currencies, such as ECU, SDR or other unit may be
constituted from time to time.
"Xxxxxx Affiliate" means any office or branch of Xxxxxx Guaranty Trust Company
of New York ("Xxxxxx") other than the Custodian and any other entity that
directly, or indirectly through one or more intermediaries, controls Xxxxxx or
any other entity that is controlled by or is under common control with Xxxxxx.
"Securities Account" means any securities account opened by the Custodian on its
books in the name of the Client.
"Securities Depository" means any securities depository, book-entry system or
clearing system set forth on Appendix A hereto, as amended from time to time in
accordance with Section 19 hereof.
"Security" means any share, stock, bond, debenture, note, certificate of
indebtedness, warrant, option or other security or financial instrument
acceptable to the Custodian (whether represented by a certificate or by a
book-entry on the records of the issuer or other entity responsible for
recording
such book-entries) that is from time to time held for the account of the Client
directly, or indirectly through a Subcustodian or Securities Depository, by the
Custodian pursuant to this Agreement.
"Security Procedure" means a procedure established in accordance with terms and
conditions agreed upon in writing by the Custodian and the Client for the
purpose of (i) verifying that an Authorized Instruction or communication
amending or canceling an Authorized Instruction is that of the Client or (ii)
detecting error in the transmission or the content of an Authorized Instruction
or communication. A Security Procedure may require the use of algorithms or
other codes, identifying words or numbers, encryption, callback procedures, or
similar security devices,
"Subcustodian" means any bank or other institution (other than a Securities
Depository) set forth on Appendix A hereto, as amended from time to time in
accordance with Section 19 hereof.
"Unencumbered Securities Account" has the meaning set forth in Section 14.
2. Representations, Warranties and Covenants of the Client. The Client
represents and warrants that the execution, delivery and performance by the
Client of this Agreement (i) are within the Client's corporate, trust or other
constitutive powers; (ii) have been duly authorized by all necessary corporate,
trust or appropriate action under its constitutive documents; (iii) require no
action by or in respect of, or filing with, any governmental body, agency or
official (including without limitation any exchange control approvals) Other
than those set forth in Appendix B, which have been duly taken or made or will
be duly taken or made as and when required; and (iv) do not contravene, or
constitute a default under any provision of applicable law or regulation or of
the organic documents of the Client or of any agreement, judgment, injunction,
order, decree or other instrument binding upon the Client. In addition, the
Client represents and warrants that each of the statements set forth in Appendix
B under "Additional Information" is true and correct. The Client represents,
warrants and covenants that the Custodian shall be entitled to deal with all
Securities free of any propriety or equitable interest of any person or entity
(other than interests of the Client, the Custodian, Subcustodians and Security
Depositories). The Client agrees to inform the Custodian immediately if any
statement set forth in this Section 2 or in Appendix B ceases to be true and
correct as of any date after the date hereof.
3. Securities Accounts. The Client hereby establishes with the Custodian one or
more Securities Accounts, which shall contain, in the manner and on the terms
specified herein, the Client's Securities.
4. Terms of Custody.
(a) Authority to Hold Securities. Subject to the terms and conditions of this
Agreement, the Client hereby authorizes the Custodian to hold any Securities
received from time to time for the account of the Client. The Custodian may, at
its sole discretion, hold the Securities directly or indirectly through one or
more Subcustodians or Securities Depositories. Securities held indirectly
through any Subcustodian shall be held subject to the terms and conditions of
the Custodian's agreement with such Subcustodian. Securities held indirectly
through any Securities Depository shall be held subject to the Custodian's or
Subcustodian's agreement with such Securities Depository and to the rules and
terms and conditions of such Securities Depository.
(b) Fungibility The Client agrees that Securities of any issue held by the
Custodian directly, or indirectly through any Subcustodian or Securities
Depository, may be treated as fungible with all other securities of the same
issue pursuant to the provisions of the Belgian Royal Decree No. 62 of November
10, 1967, as amended (or other applicable law). The Client shall have no right
to any
specific securities but shall instead be entitled, subject to applicable laws
and regulations and to the terms of this Agreement, to transfer, deliver or
repossess from the Custodian an amount of securities of any issue that is
equivalent to the amount of such securities credited to a Securities Account,
without regard to the certificate numbers (or other identifying information) of
the securities originally deposited, and the Custodian's obligation to the
Client with respect to such Securities shall be limited to effecting such
transfer, delivery or repossession.
(c) Identification of Client's Interests. The Custodian shall cause the Client's
interest in any Securities held directly by the Custodian to be evidenced by a
credit to a Securities Account on the books of the Custodian. The Custodian
shall cause the Client's interest in any Securities held indirectly by the
Custodian through a Subcustodian or Securities Depository to be evidenced by (i)
a credit to a Securities Account on the books of the Custodian, (ii) by a credit
to the account of the Custodian on the books of the Subcustodian and (iii) by a
credit to the account of the Custodian or Subcustodian on the books of the
Securities Depository. Securities may be registered in the name of the
Custodian's nominee or, as to any Securities held by an entity other than the
Custodian, in the name of such entity's nominee. The Client agrees to hold any
such nominee harmless from any liability as a holder of record of such
Securities.
(d) Liens of Subcustodians and Securities Depositories. Unless otherwise
authorized by the Client in writing, the Custodian shall hold Securities
indirectly through a Subcustodian or Securities Depository only as long as (i)
the Securities are not subject to any right, charge, security interest, lien or
claim of any kind in favor of such Subcustodian or Securities Depository or the
creditors or operators of any of them, including a receiver or trustee in
bankruptcy or similar authority, except for a claim of payment for the safe
custody or administration of the Securities or for funds advanced on behalf of
the Client by such Subcustodian or Securities Depository and (ii) beneficial
ownership of the Securities is freely transferable without the payment of money
or value other than for safe custody or administration.
5. Cash Account.
(a) The Client hereby establishes and shall maintain with the Custodian a Cash
Account to be used in connection with transactions relating to the Securities.
The collected balance from time to time in the Cash Account shall constitute
"Cash". Any credit made to the Cash Account shall be provisional and may be
reversed if such payment is not actually collected or received.
(b) Except as otherwise provided by law, the Cash Account (including
subdivisions maintained in different currencies, including Composite Currency
Units) shall constitute one single and indivisible current account.
Consequently, the Custodian has the right, among others, of transferring the
balance of any subaccount of the Cash Account to any other subaccount at any
time and without prior notice.
(c) The Custodian may in accordance with customary practice hold any currency
(other than Belgian Francs) or Composite Currency Unit in which any subdivision
of the Cash Account is denominated on deposit in, and effect transactions
relating thereto through, an account (a "Foreign Account") with a Xxxxxx
Affiliate or another bank in the country where such currency is the lawful
currency or in other countries where such currency or Composite Currency Unit
may be lawfully held on deposit.
(d) The Custodian shall have no liability for any loss or damage arising from
the applicability of any law or regulation now or hereafter in effect, or from
the occurrence of any event, which may affect the transferability,
convertibility, or availability of any currency (other than Belgian Francs) or
Composite Currency Unit in the countries where such Foreign Accounts are
maintained and in no event shall the Custodian be obligated to substitute
another currency for a currency (including a
currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation or event. To the extent that any such law, regulation or event
imposes a cost or charge upon the Custodian in relation to the transferability,
convertibility, or availability of any such currency or Composite Currency Unit,
such cost or charge shall be for the account of the Client. If pursuant to any
such law or regulation, or as a result of any such event, the Custodian cannot
deal in any component currency of a Composite Currency Unit or effect a
particular transaction in a Composite Currency Unit on behalf of the Client, the
Custodian may thereafter treat any account denominated in an affected Composite
Currency Unit as a group of separate accounts denominated in the relevant
component currencies.
(e) Transactions in a currency or Composite Currency Unit shall be subject to
the regulations laid down by the exchange control authorities of Belgium and of
the country where such currency is the lawful currency or where such Composite
Currency Unit is held on deposit.
6. Instructions by the Client.
(a) Generally. The Client shall give an Authorized Instruction with respect to
Cash and Securities only to the Custodian or to the Custodian's designee. The
Client agrees to be bound by all Authorized Instructions, whether or not such
instructions were duly authorized in accordance with the Client's own
procedures. The Custodian shall not be required to follow any Authorized
Instruction that would violate any applicable law, decree, regulation or order
of any government or governmental body (including any court or tribunal) or that
would be contrary to any provision of this Agreement.
(b) Payments Payments shall be made by the Custodian or a Subcustodian only to
the extent that sufficient Cash in the applicable currency is available in the
Cash Account or otherwise available therefor and only (i) as specified by an
Authorized Instruction, (ii) as permitted by Sections 14 and 15 or (iii) upon
the termination of this Agreement as set forth in Section 17 hereof. The
Custodian may make payments, or direct a Subcustodian to make payments, from
time to time on behalf of the Client when sufficient Cash in the applicable
currency is not available in the Cash Account or otherwise available therefor,
but neither the Custodian nor any Subcustodian shall have any obligation to make
such payments. If any payments are made that result in an overdraft in a
particular currency, then such overdraft shall be payable on demand by the
Custodian and shall bear interest for each day outstanding at the rate
customarily charged by the Custodian for overdrafts in such currency.
(c) Delivery of Securities. Any Securities held by a Subcustodian shall be
subject only to the instructions of the Custodian (or another Subcustodian for
which such Subcustodian is acting) and any Securities held by a Securities
Depository shall be subject only to the instructions of the Custodian (or the
Subcustodian for which such Securities Depository is acting). Securities shall
be transferred, exchanged, or delivered by the Custodian or a Subcustodian to
the extent that sufficient Securities are actually in the Securities Account and
available for delivery and only:
(i) as specified by an Authorized Instruction;
(ii) in exchange for or upon conversion into other Securities or Cash pursuant
to a plan of merger, consolidation, reorganization, recapitalization or
readjustment; (iii) upon the conversion of Securities pursuant to their terms
into other Securities, (iv) as permitted by Sections 14 and 15; or (v) upon the
termination of this Agreement as set forth in Section 17 hereof.
7. Corporate Actions. Until the Custodian receives an Authorized Instruction to
the contrary, the Custodian shall, or shall instruct the appropriate
Subcustodian to.
(i) collect dividends, interest and other payments made and stock dividends,
rights and similar distributions made or issued with respect to Securities, in
each case net of any applicable taxes or other charges withheld by the payor of
such payment or distribution;
(ii) promptly after the Custodian becomes aware thereof, notify the Client of
any rights offering by any issuer of Securities held in a Securities Account
and, to the extent permitted by law applicable to the relevant Subcustodian and
the Custodian, sell such rights in the principal market for such rights and
deposit the proceeds of such sale in the Client's Cash Account if the Client
does not instruct the Custodian whether to purchase securities under such rights
offering by the deadline for such purchase;
(iii) promptly after receipt thereof, forward to the Client those communications
relating to any Securities which call for voting or the exercise of rights or
other specific action (including materials relating to legal proceedings
intended to be transmitted to holders of such Securities);
(iv) present for payment maturing Securities and those called for redemption;
(v) execute in the name of the Client such ownership and other certificates as
may be required to obtain payment or exercise any rights in respect of any
Securities;
(vi) accept and open all mail directed to the Client in care of the Custodian or
a Subcustodian;
(vii) disclose the Client's name, address and Securities position and any other
information to the issuers of Securities when requested to do so by them; and
(viii) dispose of fractional interests received by the Custodian or a
Subcustodian as a result of stock dividends by selling any fractional interest
received in accordance with local law and practice.
With respect to any corporate actions not listed above, the Custodian shall (in
the absence of an Authorized Instruction from the Client within any prescribed
deadline) take any action that it considers appropriate in the circumstances;
provided that the Custodian shall not be liable for the consequences of any such
action. If the Custodian or any Subcustodian or Securities Depository holds any
Securities in which the Client has an interest as part of a fungible mass, the
Custodian or such Subcustodian or Securities Depository shall select the
securities to participate in partial redemptions, partial payments or other
actions affecting less than all securities of the relevant class in any
non-discriminatory manner that it customarily uses to make such selection. If
any Securities become subject to a partial redemption, partial payment or other
action, the Client agrees that any manner used by the Securities Depository to
select the securities to participate in such partial redemption, partial payment
or other action shall be acceptable.
8. Reporting.
(a) Statements. The Custodian shall mail, or cause to be mailed, or transmit
electronically to the Client (or, with prior written consent of the Client, make
available electronically) monthly statements of the Securities Accounts and Cash
Account. Such statements shall list all Securities and Cash and specify (i)
whether the Securities are held directly by the Custodian or indirectly through
a Subcustodian or Securities Depository and (ii) the amount of Cash held on
deposit in each currency. The Client agrees that each such statement shall be
binding on the Client 30 days after (a) in the case of any statement sent by
mail, it has been mailed by first class mail, postage prepaid or (b) in
the case of any statement transmitted or made available electronically, it has
been transmitted or made available electronically to the Client, unless the
Client has theretofore notified the Custodian in writing of any inaccuracy in
such statement.
(b) Access to Records. The Custodian shall allow the Client and its independent
public accountants reasonable access to the records of the Custodian relating to
the Securities and Cash as is required by the Client or its accountants in
connection with their examination of the books and records pertaining to the
affairs of the Client and shall require each Subcustodian and Securities
Depository to grant such access to the Client and its independent public
accountants to the extent consistent with applicable law and regulations. The
Custodian has no obligation to maintain any records for a period of more than 10
years. The Custodian shall have no obligation to require any Subcustodian or
Securities Depository to maintain records for any specified period of time.
(c) Other Information. From time to time, the Custodian may provide additional
reporting information to the Client on terms and conditions agreed upon by the
parties hereto in writing. The additional information may include data obtained
from third parties, such as pricing valuation information relating to the
Securities. The Client agrees that it shall not redistribute or resell data
obtained from third parties, except that it may provide such data to the
beneficial owners of the Securities as recorded on the Client's books and
records.
9. Taxes. The respective responsibilities of the Client and the Custodian with
respect to tax matters are set forth in Appendix C hereto and incorporated by
reference herein.
10. Responsibilities; Indemnification by the Custodian.
(a) Standard of Care. The Custodian shall use reasonable care in the performance
of its duties hereunder and shall exercise the same degree of care with respect
to the Securities as it would with respect to its own securities and property.
The Custodian shall require each Subcustodian to use reasonable care in the
performance of its duties and to exercise the same degree of care with respect
to the Securities as it would with respect to its own securities and property
and those of its other customers. The Custodian shall be responsible to ensure
that each Subcustodian that is a Xxxxxx Affiliate performs in accordance with
the foregoing standard. The Custodian's responsibility with respect to any
Securities held by a Subcustodian (other than a Xxxxxx Affiliate) or any carrier
of Securities acting for the Custodian or any Subcustodian is limited to the
failure on the part of the Custodian (or a Subcustodian that is a Xxxxxx
Affiliate) to exercise reasonable care in the selection or retention of such
Subcustodian or carrier; it being understood that the Client shall be deemed to
have approved the selection of the Subcustodians listed on Appendix A (as
amended from time to time in accordance with Section 19) or otherwise approved
or selected by the Client.
(b) Insurance. The Custodian shall, and shall require each Subcustodian to,
maintain insurance coverage with respect to the Securities covering such risks
and in such amounts as the Custodian or such Subcustodian maintains with respect
to securities which the Custodian or such Subcustodian holds for its own account
and for the account of other customers.
(c) IndemnIfication by the Custodian. The Custodian shall indemnify the Client
against, and hold the Client harmless from, any loss or liability (including,
without limitation, the reasonable fees and disbursements of counsel and other
legal advisors, but excluding all losses and liabilities of the types described
in Section 11 hereof) incurred by the Client by reason of the negligence
(whether through action or inaction) or willful misconduct of the Custodian or
any Subcustodian that is a Xxxxxx Affiliate in connection with the services
provided pursuant to this Agreement or the applicable subcustodian agreement.
The Custodian shall require each Subcustodian that is not a Xxxxxx Affiliate to
indemnify the Custodian and the Client against, and hold the Custodian and the
Client
harmless from, any loss or liability (including, without limitation, the
reasonable fees and disbursements of counsel, but excluding all losses and
liabilities of the types specified in Section 11) incurred by the Custodian or
the Client by reason of the negligence (whether through action or inaction) or
willful misconduct of such Subcustodian in connection with the services provided
by such Subcustodian pursuant to the applicable subcustodian agreement.
11. Limitations on Responsibilities and Liabilities.
(a) Generally. The Custodian shall be responsible for the performance of only
those duties as are set forth herein or contained in an Authorized Instruction
that is not contrary to the provisions of this Agreement.
(b) Consequential Damages. Under no circumstances shall the Custodian, any
Subcustodian or any Securities Depository be liable to the Client or any other
person for indirect, special or consequential damages, even if the Custodian or
such Subcustodian or Securities Depository is apprised of the likelihood of such
damages.
(c) Corporate Actions. The Custodian shall not be liable for any loss occasioned
by the failure of the Custodian to notify the Client of any payment of dividends
or interest or any redemption, rights offering or other distribution made with
respect to any Security or any other corporate action taken or to be taken with
respect to any Security if the Custodian or a Subcustodian has not received
notice of such transaction directly from the issuer of such Security or if such
distribution or action was not included in the reports of an
internationally-recognized investment data service selected by the Custodian.
(d) Authorized Instructions. Neither the Custodian nor any Subcustodian shall be
liable for any action taken in good faith upon an Authorized Instruction.
(e) Payment and Delivery Instructions. In some securities markets, securities
deliveries and payments therefor may not be or are not customarily made
simultaneously. Accordingly, the Client agrees that, notwithstanding the
Client's instruction to deliver Securities against payment or to pay for
Securities against delivery, the Custodian or a Subcustodian may make or accept
payment for or delivery of Securities in such form and manner as may be
satisfactory to it and at such time and in such manner as shall be in accordance
with the customs prevailing in the relevant market or among securities dealers.
The Client shall bear the risk that (i) the recipient of Securities may fail to
make payment, return such Securities or hold such Securities or the proceeds of
their sale in trust for the Client and (ii) the recipient of payment for
Securities may fail to deliver the Securities (such failure to include, without
limitation, delivery of forged or stolen Securities) or to return such payment,
in each case whether such failure is total or partial or merely a failure to
perform on a timely basis. Neither the Custodian nor any Subcustodian shall be
liable to the Client for any loss resulting from any of the foregoing events.
(f) Reversals. In some securities markets and cash clearing systems, deliveries
of securities and cash may be reversed under certain circumstances. Accordingly,
credits of securities to a Securities Account and cash to the Cash Account are
provisional and subject to reversal if, in accordance with relevant local law
and practice, the delivery of the security or cash giving rise to the credit is
reversed.
(g) Foreign Currency Risks The Client shall bear all risks of investing in
Securities or holding Cash denominated in a currency, including a Composite
Currency Unit, other than that of the Client's home jurisdiction. Without
limiting the foregoing, the Client shall bear the risks that rules or procedures
imposed by Securities Depositories, exchange controls, asset freezes or other
laws or regulations shall prohibit or impose burdens or costs on the transfer
to, by or for the account of the Client of
Securities or Cash held outside the Client's jurisdiction or denominated in a
currency other than the currency of the Client's home jurisdiction or the
conversion of Cash from one currency into another currency. The Custodian shall
not be obligated to substitute another currency for a currency (including a
currency that is a component of Composite Currency Unit) whose transferability,
convertibility or availability has been affected by such law, regulation, rule
or procedure. Neither the Custodian nor any Subcustodian shall be liable to the
Client for any loss resulting from any of the foregoing events.
(h) Force Maieure. Notwithstanding any other provision contained herein, the
Custodian shall not be liable for any action taken, or any failure to take any
action required to be taken, hereunder or otherwise to fulfill its obligations
hereunder (including without limitation the failure to receive or deliver
securities or the failure to receive or make any payment) in the event and to
the extent that the taking of such action or such failure arises out of or is
caused by war, insurrection, riot, civil commotion, act of God, accident, fire,
water damage, explosion, mechanical breakdown, computer or system failure or
other failure of equipment, or malfunction or failures caused by computer virus,
failure or malfunctioning of any communications media for whatever reason,
interruption (whether partial or total) of power supplies or other utility of
service, strike or other stoppage (whether partial or total) of labor, any law,
decree, regulation or order of any government or governmental body (including
any court or tribunal), or any other cause (whether similar or dissimilar to any
of the foregoing) whatsoever beyond its reasonable control or the reasonable
control of any Subcustodian.
(i) Delays Except in the case of a failure by the Custodian or a Xxxxxx
Affiliate to exercise the standard of care required by Section 10 (a) the
Custodian shall not be liable for delays in carrying out payment instructions
given by the Client. In the event that a delay in the carrying out of a payment
instruction is caused by such a failure of the Custodian or a Xxxxxx Affiliate,
the liability of the Custodian shall not exceed an interest equivalent for the
period from the day when the payment would have been carried out, but for the
negligence of the Custodian or such Xxxxxx Affiliate, until the day when it is
actually carried out (excluding any portion of such period during which the
Custodian cannot carry out such instructions as a result of any event referred
to in Section 11(h)); provided that if the Client shall fail to report the delay
to the Custodian within 10 days from the date when the payment would, but for
the negligence of the Custodian or a Xxxxxx Affiliate, have been made, then the
Custodian shall not be liable for an interest equivalent for more than a total
of 10 days.
(j) Client's Reporting Obligations. The Client shall be solely responsible for
compliance with any notification or other requirement of any jurisdiction
relating to or affecting the Client's beneficial ownership of the Securities,
and the Custodian assumes no liability for noncompliance with such requirements.
(k) No Investment Advice. Neither the Custodian nor any Subcustodian or Xxxxxx
Affiliate is under any duty to provide the Client with investment advice or to
supervise its investments.
(/) Fraudulent Securities. The Custodian shall have no liability for losses
incurred by the Client or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities (or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market).
(m) Third Party Information. The Custodian shall have no responsibility for the
accuracy of any information provided by the Custodian to the Client that has
been obtained from third parties pursuant to Section 7 or 8(c) of this
Agreement.
12. Use of Xxxxxx Affiliates.
(a) Executing Orders. The Custodian shall, in its sole discretion and if
permitted by applicable law, accept orders from the Client for the purchase or
sale of Securities and either execute such orders itself or by means of Xxxxxx
Affiliates or brokers or other financial organizations of its choice, subject to
the fees and commissions in effect from time to time. The Custodian shall not be
responsible for any act or omission, or for the solvency, of any broker or other
financial organization so selected to effect any transaction for the account of
the Client. When instructed to buy or sell Securities for which the Custodian or
a Xxxxxx Affiliate acts as a dealer, the Custodian may buy or sell such
Securities from or to either itself, as principal, or such Xxxxxx Affiliate.
(b) Disclosure to Xxxxxx Affiliates. Notwithstanding the provisions of Section
26 hereof, the Custodian may disclose to any Xxxxxx Affiliate details with
respect to the Securities and the transactions effected hereunder. Such
disclosure shall be for the purpose of identifying banking, securities and
financial services that Xxxxxx Affiliates may be able to provide to the Client.
(c) Sub- Contracting. The Client hereby agrees that the Custodian may arrange
with any Xxxxxx Affiliate to act as a Subcustodian and/or to perform on behalf
of the Custodian any act required to be performed by the Custodian hereunder.
13. Fees. The Client agrees to pay the Custodian as compensation for the
services provided hereunder a fee computed at rates determined by the Custodian
from time to time and communicated to the Client in advance, as well as all
assessments, charges and expenses (including, without limitation, legal expenses
and attorney's fees) incurred by the Custodian in connection with this
Agreement.
14. Right to Debit and Set-Off. The Custodian has the right to debit any
subaccount of the Cash Account for any amount payable by the Client in
connection with any and all obligations of the Client to the Custodian, whether
or not relating to or arising under this Agreement. In addition to the rights of
the Custodian under applicable law and other agreements, at any time when the
Client shall not have honored any and all of its obligations to the Custodian,
whether or not relating to or arising under this Agreement, the Custodian shall
have the right without notice to the Client to retain or setoff, against such
obligations of the Client, any assets the Custodian or any Xxxxxx Affiliate may
directly or indirectly hold for the account of the Client, and any obligations
(whether matured or unmatured) that the Custodian or any Xxxxxx Affiliate may
have to the Client in any currency or Composite Currency Unit, including time
deposits and all assets credited to any Securities Account other than an
Unencumbered Securities Account. Any such asset of, or obligation to, the Client
may be transferred among the Custodian and any Xxxxxx Affiliates in order to
effect the above rights. For purposes of this Agreement, an "Unencumbered
Securities Account" means any Securities Account that is designated by the
Client, and acknowledged by the Custodian in writing, as containing only
securities held for the account of the Client's customers and any other
Securities Account as to which the Client and the Custodian have agreed in
writing shall be considered an Unencumbered Securities Account.
15. Security Interests. In order to secure the prompt and complete payment when
due of any and all obligations of the Client to the Custodian, now outstanding
or which may be Outstanding at any time in the future, whether or not relating
to or arising out of this Agreement, the Client hereby pledges and grants to the
Custodian a security interest in (i) all of the Client's right, title and
interest in and to the Cash Account, including any credit or debit balance which
now appears or may at any time in the future appear in any currency or Composite
Currency Unit subaccount of the Cash
Account, (ii) all of the Client's right, title and interest in and to all time
deposit accounts and notice accounts that the Client may open from time to time
with the Custodian, (iii) all of the Client's right, title and interest in and
to all Securities Accounts (other than Unencumbered Securities Accounts) and the
amount of all securities which are now or at any time in the future shall be
standing to the credit of a Securities Account (other than an Unencumbered
Securities Account) (clauses (i), (ii) and (iii) of this Section 15 being
referred to collectively herein as the "Collateral"), (iv) all amounts of cash,
securities or other property or countervalue received or to be received with
respect to or in exchange for any and all of the then existing Collateral which
are, or are intended, to be credited to the Cash Account or a Securities Account
(other than an Unencumbered Securities Account) and (v) to the extent not
covered by the foregoing, all proceeds, product, offspring, rents or profits of
any or all of the foregoing (whether acquired before or after the commencement
of any bankruptcy or liquidation proceeding by or in respect of the Client)
which are, or are intended to be credited to the Cash Account or a Securities
Account (other than an Unencumbered Securities Account). All time deposit
accounts and notice accounts shall be deemed constituted for an indefinite
period, even though the Client and the Custodian may agree from time to time
that interest thereon will be paid on specified dates rather than only at final
maturity. The foregoing security interests are granted as security only and
shall not subject the Custodian to, or transfer or in any way affect or modify,
any obligation or liability of the Client with respect to any of the Collateral
or any transaction in connection therewith. The Client authorizes the Custodian
to perform all acts which the Custodian, in its sole discretion, deems necessary
or desirable to perfect and preserve its security interests and rights under
this Section 15. Upon any breach by the Client of its obligations hereunder, the
Custodian shall be entitled to exercise all of the remedies available to a
secured creditor under applicable law.
16. Indemnification by the Client. The Client agrees to indemnify the Custodian
and to hold the Custodian harmless from any loss or liability (including,
without limitation, the reasonable fees and disbursements of counsel and other
legal advisors) incurred by the Custodian or any Subcustodian in rendering
services hereunder or in connection with any breach of the terms of this
Agreement by the Client, except such loss or liability which results from the
Custodian's or such Subcustodian's failure to exercise the standard of care
required by Section 10(a) hereof.
17. Termination. This Agreement may be terminated by the Custodian or the Client
following receipt by the other party of 60 days' prior written notice thereof;
provided that such termination may be immediate if the other party shall be in
breach of its obligations hereunder or shall become the subject of bankruptcy,
insolvency, reorganization, receivership or other similar proceedings. If notice
of termination is given by the Custodian, Authorized Persons shall, within 60
days following receipt of such notice, specify in writing the names of the
persons to whom all Securities and Cash shall be delivered or paid. In such
case, the Custodian, subject to the payment of amounts owed to it pursuant to
Sections 6(b) and 13 hereof shall deliver such Securities and Cash, and require
each Subcustodian to deliver any Securities or Cash held by such Subcustodian,
to the persons so specified. If within 60 days following the receipt of a notice
of termination by the Custodian, the Custodian does not receive from the Client
the names of the persons to whom such Securities and Cash shall be delivered,
the Custodian, at its election, may deliver such Securities and Cash, and
require each Subcustodian holding any Securities or Cash to deliver such
Securities and Cash, to a bank or a trust company doing business in the state or
country where such Securities and Cash were held. Securities or Cash so
delivered shall be held and disposed of pursuant to the provisions of this
Agreement or an Authorized Instruction or may be continued to be held until the
names of such persons are delivered to the Custodian. If notice of termination
is given by the Client, the Custodian, subject to the payment of all amounts
owed to it pursuant to Sections 6(b) and 13 hereof shall deliver such Securities
and Cash, and require each Subcustodian holding any Securities or Cash to
deliver such Securities or Cash, to the persons specified in an Authorized
Instruction. If this Agreement is terminated by the Custodian or the Client, but
the Custodian or a Xxxxxx Affiliate continues to provide other services to the
Client in connection with which the Client uses Communication
Products, then the provisions of Sections 27 and 28 hereof shall survive the
termination of this Agreement until the time that no such other services
continue to be provided by the Custodian or a Xxxxxx Affiliate to the Client or
until otherwise terminated in writing by the Client or the Custodian. The
provisions of Sections 20, 24, 26 and Appendix G hereof and the indemnity
provisions of this Agreement and the provisions limiting the liabilities of the
Custodian and the Subcustodians shall survive the termination of this Agreement
(including any subsequent termination of Sections 27 and 28 hereof).
18. Notices. Except as otherwise specified herein, any notice or other
communication to the Custodian or Client is to be addressed to the respective
party as set forth in Appendix D hereto or in such other manner as may be
specified by the one party to the other in writing from time to time. Unless
otherwise specified herein, notices shall be effective when received. If any
Authorized Instruction is given to the Custodian orally, then the Custodian's
record of such instruction shall constitute conclusive evidence of the contents
of such instruction, notwithstanding any conflicting written confirmation or
record of such instruction provided by the Client.
19. Amendments and Waivers. Any provision of this Agreement (including the
Appendices hereto) may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Client and the Custodian; provided
that (i) the Custodian may from time to time delete the name of any Subcustodian
or Securities Depository from Appendix A without notice to or consent by the
Client and (ii) the Custodian may from time to time add the name of any bank,
securities depository, book-entry system or clearing system to Appendix A if it
notifies the Client by first class mail of such addition and does not receive in
writing an objection to such addition within 30 days after the date such notice
is mailed.
20. Claims. Any claim arising out of or related to this Agreement must be
brought no later than one year after such claim has accrued.
21. Successors and Assigns; Governing Law; Jurisdiction. This Agreement shall
bind the successors and assigns of the Custodian and the Client. Except as
otherwise provided by the terms of this Agreement, neither the Custodian nor the
Client may assign any of its rights or obligations under this Agreement without
the prior written consent of the other party. This Agreement shall be governed
by and construed in accordance with the law of Belgium. [Alternate: This
Agreement shall be governed by and construed in accordance with the law of the
[State of New York] [England] except that the provisions set forth in Sections
4(b) and 15 shall be governed by the law of Belgium.] The Client hereby submits
to the non-exclusive jurisdiction of any civil or commercial court in Brussels
[any federal or state court in New York City) [the High Court of Justice in
London) for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Client hereby irrevocably
waives, to the fullest extent permitted by applicable law, any objection which
it may now or hereafter have to the laying of venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. [For New York law only: The
Client and the Custodian each hereby irrevocably waives any and all rights to
trial by jury in any legal proceeding arising out of or relating to this
Agreement.] [To the extent that the Client has or may hereafter have any
immunity (sovereign or otherwise) from jurisdiction of any court or from any
legal process with respect to itself or its property, the Client hereby
irrevocably waives such immunity in respect of its obligations under this
Agreement.]
22. Counterparts. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
23. Headings. The section headings used herein are for information only and
shall not affect the interpretation of any provision of this Agreement.
24. Evidence. The Custodian's books and records (whether on paper, microfilm,
microfiche, by electronic or magnetic recording, or any other mechanically
reproducible form or otherwise) shall be deemed to constitute, in the absence of
manifest error, sufficient evidence of the facts stated therein and of any
obligations of the Client to the Custodian.
25. Integration. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any and all prior agreements and understanding,
oral or written, relating to the subject matter hereof,
26. Confidentiality. The parties hereto agree not to disclose to any other party
and to keep confidential the terms and conditions of this Agreement, any
amendment hereof, and any Exhibit, Attachment or Appendix hereof, including but
not limited to service level profiles. The Client agrees to cause all Authorized
Persons to comply with the provisions of this Section 26. In the event that
either the Client (including any Authorized Person) or the Custodian breaches
any provision of this Section 26, the other party shall be entitled to temporary
and permanent injunctive relief against the other party (or such Authorized
Person, as the case may be) without the necessity of proving actual damages.
Notwithstanding any other provision herein, the Custodian may disclose the
Client's name, address and securities position and other information to such
persons and to such an extent as required by law (including, but not limited to,
article 28 of the Belgian Law of December 4, 1990 relating to securities
transactions suspected of constituting market manipulation, xxxxxxx xxxxxxx and
other breaches of financial regulations), the rules of any stock exchange or
regulatory or selfregulatory organization or any order or decree of any court or
administrative body that is binding on the Custodian or any Subcustodian or
Securities Depository.
27. Security Procedures. The validity of all Authorized Instructions (including
communications requesting cancellation or amendment of an Authorized
Instruction), shall be subject to compliance with the applicable Security
Procedure. The Client shall (i) not disclose, or permit any Authorized Person to
disclose, except on a "need to know" basis, any aspects of any Security
Procedure, (ii) notify the Custodian immediately if the confidentiality of any
Security Procedure is compromised and (iii) act to prevent the Security
Procedures from being further compromised. The Client shall designate one or
more persons, as identified in Appendix E to receive Security Procedure
materials from the Custodian. The Client may amend Appendix E from time to time
upon seven days' prior written notice to the Custodian in accordance with
Section 18 of this Agreement. The Client acknowledges that it has been fully
informed of the protections and risks associated with each of the various
Security Procedures. If the Client chooses not to use any Security Procedure,
then the Client agrees to be bound by any instruction that the Custodian
believes in good faith to have been given by an Authorized Person.
28. License. The Custodian hereby grants to the Client a personal,
nontransferable and nonexclusive license to use, for its internal purposes only,
the respective number of copies of any hardware, firmware, rnicrocode and
software set forth in Appendix F or hereafter identified by the Custodian in
writing as communication products (the "Communication Products"), for the
respective terms set forth in Appendix F and at the respective locations set
forth in Appendix F, solely in
connection with transmitting and receiving electronic communications to and from
the Custodian in connection with this Agreement. The Client hereby acknowledges
and agrees that this license is subject to the terms and conditions set forth in
Appendix G.
29. Severabillity. In the event any of the terms and conditions of this
Agreement shall be held to be illegal or unenforceable, the validity of the
remaining provisions shall not be affected.
In Witness Whereof, the parties have caused this Agreement to be duly executed
by their respective authorized representatives as of the day and year first
above written.
Xxxxxx Guaranty Trust Company of New York Maxim Series Fund, Inc.
By: By: X. XxxXxxxxx
Title: Xxxxxx X. Xxxxxxx Title: President
Vice President
Appendix A
Global Custody Network
Country Subcustodian Depository'
Argentina Xxxxxx Guaranty Trust Co. Caja de Valores
of New York - Buenos Aires Office
Australia ANZ Banking Group Austraclear
Austria Creditanstalt-Bankverein OeKB-WSB (Wertpapiersammelbank bei der
Ciesterreichischen Kontrollbank AG)
Belgium Xxxxxx Guaranty Trust Co. CIK (Caisse Interprofessionnelle
of New York - Brussels Office de Depots et de Virements de Titres)
Euroclear Clearance System Limited
Brazil Xxxxxx Guaranty Trust Co. BOVESPA (Bolsa de Valores de Sao Paulo;
of New York - Sao Paulo Office equities)
BVRJ (Bolsa de Valores de Rio de Janeiro; equities)
CETIP (Central de Custodia e Liquidacao Financiera
de Titulos; corporate bonds)
SELIC (Sistema Especial de Liquidacao e Custodia;
government securities)
Canada Canadian Imperial Bank CDS (Canadian Depository for
of Commerce Securities)
Chile Citibank, N.A.
People's Republic of China Hongkong and Shanghai Banking
Shanghai and Shenzhen Corporation
Denmark Den Danske Bank VP (Vaerdipapircentralen-, Danish Securities
Centre)
Finland Union Bank of Finland
France Xxxxxx Guaranty Trust Co. SICOVAM (Societe Interprofessionnelle
of New York - Paris Office Pour La Compensation des Valeurs
Mobilieres)
(1) In addition to the central bank, if applicable.
Germany X.X. Xxxxxx GmbH DKV (Deutscher Kassenverein)
Greece National Bank of Greece S.A.
Hong Kong Hongkong and Shanghai Banking CCASS (Central Clearing and Settlement
Corporation System)
Hungary Citibank, N.A.
India Hong Kong and Shanghai Banking
Corporation
Indonesia Hongkong and Shanghai Banking
Corporation
Ireland Allied Irish Banks PLC
Italy Xxxxxx Guaranty Trust Co. Monte Titoli S.p.A.
of New York - Milan Office
Japan The Fuji Bank, Ltd. JASDEC (Japanese Securities
Depository Center)
JSA (Japan Securities Agency )2
Korea Bank of Seoul KSSC (Korea Securities Settlement
Corporation)
Luxembourg Banque Internationale a CEDEL (Central de Livraison
Luxembourg, S.A. des Valeurs Mobilieres)
Malaysia Hongkong and Shanghai Banking SCANS (Securities Clearing Automated
Corporation Network Services)
Mexico Citibank, N.A. Indeval
Netherlands Bank Van Haften Labouchere NECIGEF (Nederlands Centraal Instituut Voor
Giraal Effectenverkeer BV)
New Zealand ANZ Banking Group Ltd. Austraclear
Norway Den Norske Bank VPS (Verdipapirsentralen-, Norwegian Registry
of Securities)
Philippines Hongkong and Shanghai Banking
Corporation
Portugal Banco Espirito Santo
e Comercial de Lisboa
Singapore Development Bank of Singapore (CDP) Central Depository Pte
(2)JSA currently does not meet Rule 17-5 requirements.
Spain Xxxxxx Guaranty Trust Co.
of New York - Madrid Office
Banco de Santander
Sri Lanka Hongkong and Shanghai Banking
Corporation
Sweden Skandinaviska Enskilda Banken VPC (Vaerdepappercentralen,
Securities Register Centre)
Switzerland Xxxxxx Guaranty Trust Co. SEGA (Schweizerische
of New York - Zurich Office Effekten - Giro AG)
Taiwan Hongkong and Shanghai Banking
Corporation
Thailand Hongkong and Shanghai Banking
Corporation
Turkey3 Citibank, N.A.
Ottoman Bank
United Kingdom Xxxxxx Guaranty Trust Co. TALISMAN (Transfer, Accounting and
of New York - London Office Lodgement for Investors Stock Management
for Jobbers) - Sepon Limited
CGO (Central Gilts Office)
CMO (Central Money Markets Office)
United States Xxxxxx Guaranty Trust Co. The Depository Trust Co.
of New York
The Participants Trust Co.
Venezuela Citibank, N.A.
(3)Citibank meets the capital requirements of Rule 17f-5 and Ottoman bank
currently does not.
Appendix B
Consents and Filings
Additional Information
Appendix C
Tax Matters
The provisions of this Appendix C shall govern the rights, responsibilities,
duties and liabilities of the Client and the Custodian with respect to the
payment or withholding of all taxes, assessments, duties or other governmental
charges (including any interest or penalty thereon or with respect thereto)
imposed by any governmental authority upon or with respect to (i) any Cash, (ii)
any Securities, and any distributions with respect thereto, and (iii) the
purchase, sale, loan or other transfer of any Security by the Custodian, any
Subcustodian or any Securities Depository on behalf of the Client and any
proceeds or other income from such a sale, loan or other transfer (any such tax,
assessment, duty or other governmental charge being referred to herein as a
"Tax"). All capitalized terms not defined herein shall have the meanings
assigned to them in the Global Custody Agreement.
1. As further provided in this Appendix C, the Client shall be liable for all
Taxes and shall indemnify and hold harmless the Custodian, each Subcustodian and
each Securities Depository for the amount of any Tax that the Custodian or such
Subcustodian or Securities Depository is required under applicable laws (whether
by assessment or otherwise) to pay on behalf of, or in respect of income earned
by or payments or distributions made to or for the account of, the Client
(including any payment of Tax required by reason or an earlier failure to
withhold).
2. The Custodian shall, and shall instruct each Subcustodian and Securities
Depository to, withhold the amount of any Tax which the Custodian or such
Subcustodian or Securities Depository is required to withhold under applicable
law upon collection (on behalf of the Client pursuant to an Authorized
Instruction) of (i) any dividend, interest or other cash distribution made with
respect to any Security, (ii) any stock dividend or distribution of rights,
warrants or other property with respect to any Security and (iii) any proceeds
or income from the sale, loan or other transfer of any Security. The Custodian
shall, and shall instruct each Subcustodian and Securities Depository to, timely
remit the amount of any such tax withheld to the appropriate governmental
authority in the manner required by applicable law. The Custodian has, and is
authorized to grant to each Subcustodian and Securities Depository, complete
discretion to determine the amount of any Tax which the Custodian or such
Subcustodian or Securities Depository is required to withhold from any
distribution, proceeds or income under any applicable law.
3. In the event that (A) the Custodian or any Subcustodian or Securities
Depository is required under applicable law to pay any Tax on behalf of the
Client (including a payment due by reason of an earlier failure to withhold such
Tax) or (B) the Custodian or any Subcustodian or Securities Depository is
required under applicable law to withhold or otherwise pay any Tax from or with
respect to any distribution or payment in property other than cash which is
collected by the Custodian or such Subcustodian or Securities Depository (on
behalf of the Client pursuant to an Authorized Instruction), the Custodian shall
be authorized to withdraw Cash from any subaccount of the Cash Account in the
amount and currency required to pay such Tax and to use such Cash, or to remit
such Cash to the appropriate Subcustodian or Securities Depository for the
timely payment of such Tax in the manner required by applicable law. If the Cash
Account does not contain sufficient Cash in the appropriate currency to pay such
Tax, the Custodian shall be authorized to withdraw Cash of any other currency
from any subaccount of the Cash Account in an amount which, when converted to
the appropriate
currency at the exchange rate prevailing on the date of withdrawal, is
sufficient to enable the Custodian or such Subcustodian or Securities Depository
to pay such Tax. If the aggregate amount of Cash in all subaccounts of the Cash
Account is not sufficient to pay such Tax, the Custodian shall promptly notify
the Client of the additional amount of Cash (in the appropriate currency)
required, and the Client shall deposit such additional amount in the Cash
Account promptly after receipt of such notice for use by the Custodian as
specified herein. In the event that the Custodian or any Subcustodian or
Securities Depository is required to pay any such Tax prior to the deposit by
the Client of an additional amount as required hereunder, the Custodian shall be
authorized to withdraw such additional amount (following deposit thereof) from
any subaccount of the Cash Account for payment to its own account or the account
of such Subcustodian or Securities Depository in satisfaction of the Client's
indemnification obligation hereunder.
4. The information delivered to the Client each month pursuant to Section 8(a)
of the Global Custody Agreement shall include the amount of each Tax (i)
withheld by the Custodian or any Subcustodian or Securities Depository from any
payment collected on behalf of the Client, (ii) withheld by the payor of any
payment collected by the Custodian or any Subcustodian or Securities Depository
on behalf of the Client or (iii) paid by the Custodian or any Subcustodian or
Securities Depository on behalf of the Client with Cash withdrawn from the Cash
Account or otherwise obtained pursuant to paragraph 3 of this Appendix C, in
each case during the period since the date of the immediately preceding monthly
report.
5. In the event that the Client is eligible, pursuant to the provisions of any
tax treaty, for a reduced rate of, or exemption from, any Tax which the
Custodian or any Subcustodian or Securities Depository is otherwise required to
withhold or pay on behalf of the Client under any applicable law, the Custodian
shall, or shall instruct such Subcustodian or Securities Depository to, either
withhold or pay such Tax at such reduced rate or refrain from withholding or
paying such Tax, as appropriate; provided that the Custodian has received from
the Client all documentary evidence of residence or other qualification for such
reduced rate or exemption required to be received under such applicable law. As
soon as practicable following the execution of the Global Custody Agreement, the
Client shall notify the Custodian of the Client's eligibility for the benefits
of any tax treaty between the Client's country of residence and the countries
listed in Appendix A to the Global Custody Agreement and to the extent possible,
furnish to the Custodian all forms or other documentary evidence required under
applicable law to establish such eligibility. The Custodian shall, and shall
instruct each Subcustodian and Securities Depository to, withhold or pay any Tax
at a reduced rate hereunder, or refrain from withholding or paying any Tax, only
in reliance upon documentation furnished to the Custodian pursuant to this
paragraph 5. The Custodian and each Subcustodian and Securities Depository shall
have no responsibility for the accuracy or validity of any forms or
documentation provided by the Client to the Custodian hereunder, and the Client
hereby indemnifies and agrees to hold harmless the Custodian and each
Subcustodian and Securities Depository in respect of any liability arising from
any underwithholding or underpayment of any Tax which results from the
inaccuracy or invalidity of any such forms or other documentation.
6. In the event that the Custodian becomes aware that any person is required
under applicable law of any country to withhold any Tax from any payment
collected by the Custodian or any Subcustodian or Securities Depository on
behalf of the Client, and the Client has previously provided to the Custodian
pursuant to paragraph 5 of this Appendix C all forms or other documentary
evidence required under applicable law to establish eligibility for an exemption
from or reduced rate of such withholding pursuant to any tax treaty between such
country and the Client's country of residence,
then the Custodian shall furnish, or shall instruct such Subcustodian or
Securities Depository to furnish, to the extent permissible and effective to
establish such eligibility under applicable law, such forms or other documentary
evidence on behalf of the Client to the person required to withhold such Tax. In
the event that the Custodian or such Subcustodian or Securities Depository is
not permitted under applicable law to furnish the necessary forms or other
documentary evidence on behalf of the Client, the Custodian shall make
reasonable efforts to notify the Client, reasonably promptly after it becomes
aware of such requirement, that the Client is required under such law to furnish
such items to the person required to withhold such Tax. In the event that (i)
the Tax which any such person is required to withhold is imposed under an
applicable law of a country other than those listed in Appendix A to the Global
Custody Agreement or (ii) the Custodian or an appropriate governmental authority
or withholding agent has determined that any forms or other documentation
previously provided to the Custodian pursuant to paragraph 5 of this Appendix C
are insufficient to establish the eligibility of the Client for a reduced rate
of, or exemption from, withholding of any Tax imposed under the applicable law
of a country listed in Appendix A to the Global Custody Agreement, the Custodian
shall make reasonable efforts to so notify the Client reasonably promptly after
the Custodian becomes aware that such Tax is required to be withheld.
7. In the event that (i) the Client is eligible pursuant to the provisions of
any tax treaty for a reduced rate of, or exemption from, withholding of any Tax,
which reduced rate or exemption is obtainable only by means of application to
the appropriate governmental authority for a refund of tax paid or withheld, or
(ii) the Custodian or any Subcustodian or Securities Depository withholds from
any distribution, proceeds or income collected on behalf of the Client an amount
which is subsequently determined to be greater than the amount required under
applicable law to have been withheld, the Custodian shall, or shall instruct the
appropriate Subcustodian or Securities Depository to, assist the Client, to the
extent permissible under applicable law, to obtain a refund of such Tax from the
appropriate governmental authority in the amount for which the Client is
eligible.
Appendix D
Notices to the Custodian
Xxxxxx Guaranty Trust Company of New York, Brussels Office
00 xxxxxx xxx Xxxx
Xxxxxxxx 0000, Xxxxxxx
Attention: Securities Trust and Information
Services, Global Custody
Facsimile No. 000-000-0000
Telephone No. 000-000-0000
Notices to the Client
Great-West Life & Annuity Insurance Company
2nd Floor, Tower 2
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Mr. Xxxxx XxXxxx
Appendix E
Persons Authorized by the Client to Receive Security Procedure Materials
Appendix F
Communication Products
--------------------------------------------------------------------------------------------------------------------
COMMUNICATION TERM NUMBER LOCATION(S)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
PRODUCT (check one) OF
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
COPIES
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until __________
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until __________
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until __________
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until ___________
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until ___________
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
As long as this
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Agreement remains in effect
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
One year with automatic
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
renewal for successive one
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
year terms thereafter
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Fixed term until ___________
--------------------------------------------------------------------------------------------------------------------
Appendix G
Communication Products - Terms and Conditions
1. Misuse; Confidentiality; Copies. The Client shall not transfer, sublicense,
rent, lease, convey, translate, convert to another programming language,
decompile, disassemble, modify or change any Communication Product for any
purpose. The Client shall not use any Communication Product in a manner which
would violate this license or infringe the proprietary rights of the Custodian
or others or violate the laws, tariffs or regulations of any country. The Client
agrees not to disclose to any other party and to keep confidential all of the
Communication Products and all information contained in or related to the
Communication Products and related documentation. The Client may make only one
copy of each licensed software Communication Product for backup purposes in
support of its authorized use of the software. The Client shall include any
applicable copyright notice on any such software backup. The Client is permitted
to use each licensed copy of any Communication Product on only one computer or
local area network at a time.
2. Compatible Products. The Client shall be responsible for obtaining and
maintaining hardware, software and other equipment and products that are
compatible with the Communication Products, as compatibility is defined by the
Custodian from time to time. The Custodian shall give the Client reasonable
advance notice of any changes in such compatibility requirements.
3. Documentation. If available, the Custodian shall give the Client one copy of
a user manual and related documentation (the "Documentation") for each licensed
Communication Product. The Documentation is intended to be used for training and
informational purposes. The Documentation describes Security Procedures that the
Client must comply with in using the Communication Products. The Client shall
immediately notify the Custodian in writing if it believes any Security
Procedure has been compromised or if any Communication Product fails to perform
as described in the Documentation.
4. Installation. At its option, the Custodian shall either install the
Communication Products at the locations specified by the Client or shall furnish
the Client with installation instructions. From time to time, at its option, the
Custodian shall either install new releases of the Communication Products or
furnish the Client with installation instructions and direct the Client to
install such new releases by itself. The Client agrees to allow the Custodian to
install such new releases or to install such new releases by itself if directed
to do so by the Custodian.
5. Returns, Repairs and Replacements. Upon the termination of this License with
respect to any Communication Product, the Client agrees to return all copies of
such Communication Product and related documentation to the Custodian. The
Client agrees to pay any shipping charges incurred in connection with the return
of any Communication Product to the Custodian for replacement, update or upon
termination of this License with respect to such Communication Product.
Communication Products that are lost, damaged or otherwise rendered inoperable
due to the Client's negligent, reckless or intentional misuse, or due to reasons
beyond the Custodian's control, shall be repaired or
replaced at the Client's expense. Communication Product repairs shall only be
performed by the Custodian or a party authorized by the Custodian to perform
such repairs.
6. Fees; Taxes. The Client agrees to pay the Custodian license fees and such
other fees as the parties hereto may agree upon in writing from time to time in
connection with obtaining the Communication Products. The Client agrees to
reimburse the Custodian for, or shall pay directly to the relevant taxing
authorities, any sales, use, value-added, excise or other taxes, other than
taxes based on the Custodian's net income, incurred by the Custodian or which
may in the future be incurred by the Custodian as a result of this License or on
or measured by the prices and other charges of the Communication Products
furnished for the Client's use, however designated, levied or based, whenever
the Custodian has paid or shall be liable to pay or collect any such tax from
the Client pursuant to applicable law, as interpreted by the departmental
authorities of the taxing unit.
7. Warranty. The Custodian warrants that, for a period of 30 days after delivery
of a Communication Product to the Client such Communication Product will perform
substantially in accordance with the then current specifications therefor as set
forth in the Documentation. If a Communication Product fails to meet the
foregoing warranty and the Client gives the Custodian written notice thereof
during the applicable warranty period, the Custodian's sole obligation shall be
to provide technical services to attempt to correct the failure, provided that
(i) the Client gives the Custodian detailed information regarding such failure
and the Custodian is able to duplicate same and (ii) the Communication Product
has not been used in an unauthorized manner or otherwise misused or abused. The
Client acknowledges that the Communication Products are complex, may not be
error free, and that all errors, if any, may not be correctable or avoidable.
Except and to the extent expressly provided above, and in lieu of all other
warranties, the Communication Products are provided "as is", all warranties and
representations of any kind with regard to the Communication Products are hereby
disclaimed, including any implied warranties of merchantability or fitness for a
particular purpose.
8. Infringement. The Custodian shall defend or settle, at its own expense, any
cause of action or proceeding brought against the Client which is based on a
claim that the use of a Communication Product infringes any patent, copyright,
trade secret or other proprietary right. The Custodian shall indemnify and hold
the Client harmless against any final judgment that may be awarded by a court of
competent jurisdiction against the Client as a result of the foregoing. The
Custodian's obligations hereunder are conditioned upon its receiving from the
Client (i) prompt written notice of each such claim, (ii) reasonable cooperation
and information in Client's possession and (iii) the right to control and direct
the investigation, defense and settlement of each such claim. If a claim is made
that a Communication Product infringes any patent, copyright, trade secret or
other proprietary right, the Custodian may, in the Custodian's sole discretion,
either procure for the Client the right to continue using such Communication
Product, modify it to make its use noninfringing, or replace it with a
noninfringing product; provided that if none of the foregoing is reasonably
available to the Custodian, the Custodian may terminate the license granted
herein and require the Client to return all copies of the relevant Communication
Product. Notwithstanding the foregoing, the Custodian shall not be liable to the
Client pursuant to this Section if a claim is based on (i) a combination of a
Communication Product with data or other software or devices not supplied by the
Custodian, (ii) modifications to a Communication Product not made by the
Custodian or (iii) use of a Communication Product in an unauthorized manner.
9. Related Services. These terms and conditions and the Documentation are
intended to define the rights and obligations of the Client with respect to
Communication Products used by the Client in connection with all services (e.g.,
custody, funds transfers, foreign exchange etc.) offered by Xxxxxx Guaranty
Trust Company of New York and its affiliates to the Client. The provisions of
this Agreement and any documents relating to other services offered by Xxxxxx
Guaranty Trust Company of New York and its affiliates may supplement these terms
and conditions but in the event of any inconsistency between this Agreement or
such other documents and these terms and conditions, these terms and conditions
shall prevail.
10. Intraday Reports. The Client acknowledges that intraday reports received by
the Client by means of any Communication Product may contain information that is
subject to correction, and that corrections of such information will routinely
occur without notice to the Client. The Client understands that intraday reports
are provided for informational purposes only and are not to be relied upon for
purposes of final reconciliations or otherwise. Neither Xxxxxx Guaranty Trust
Company of New York nor any affiliate or subsidiary of Xxxxxx Guaranty Trust
Company of New York that provides data with respect to intraday reports makes
any representation or warranty thatsuch reports are accurate or complete.
JPMorgan
Xxxxxx Guaranty October 25, 1996
Trust Company of
New York
00 Xxxx Xxxxxx
Xxx Xxxx XX
00000-0000
Re: Maxim Series Fund, Inc. (SPN 0000000)
The Bank of New York agreed to acquire our Global, US and UK custody business
and related businesses. We are confident that The Bank of New York, a premier
custodian, will continue X.X. Xxxxxx'x tradition of striving to provide
outstanding service to clients. Indeed, The Bank of New York will serve the
custody needs of our own internal business groups.
The closing of the acquisition transaction took place on December 31, 1995. It
is contemplated that X.X. Xxxxxx will assign to The Bank of New York all of X.X.
Xxxxxx'x obligations and rights under the Domestic and Global Custody agreement
that is currently in effect between Maxim Series Fund, Inc. and X.X. Xxxxxx and
the related custody accounts. The actual transfer of your assets and accounts to
The Bank of New York's systems will be scheduled in consultation with you. We
will work very closely with you and The Bank of New York to make sure that the
transition is handled as smoothly as possible. Until your move to The Bank of
New York's systems, X.X. Xxxxxx will continue to handle your business, as an
agent for The Bank of New York.
We trust that this arrangement is satisfactory to you, and would be pleased to
discuss any aspect of the transaction with you in greater detail. We would
appreciate it if you would confirm Maxim Series Fund, Inc.'s consent to the
transfer by signing in the space below and returning this letter to us.
Our relationship with you is very important to us and we believe that The Bank
of New York will maintain and even enhance the quality of services you have been
accustomed to receiving from X.X. Xxxxxx.
For: For:
Xxxxxx Guaranty Trust Company The Bank of New York
of NewYork
/s/ /s/
Acknowledged and agreed to by: Attest:
Maxim Series Fund, Inc.
/s/ /s/
A subsidiary of
X.X. Xxxxxx & Co.
Incorporated
AMENDMENT
Amendment made as of April 25, 2001 to that certain Custody
Agreement dated as of December , 1993 between Maxim Series Fund, Inc. (the
"Fund") and The Bank of New York ("Custodian") (such Custody Agreement
hereinafter referred to as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to conform
to the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
1. The following new Article XXI is hereby added to the Custody Agreement:
Foreign Depositories
1. As used in this Article, the term "Foreign Depository" shall mean each
Eligible Securities Depository as defined in Rule 17f-7 under the Investment
Company Act of 1940, as amended (the "Rule"), identified by Custodian to the
Fund from time to time, and their respective successors and nominees.
2. Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its investment adviser has
determined, after the Fund or its investment adviser has reviewed the
information set forth in Section 3(i) below, that the custody arrangements of
each Foreign Depository provide reasonable safeguards against the custody risks
associated with maintaining assets with such Foreign Depository within the
meaning of the Rule. The Fund or its investment adviser acknowledge that it is
their responsibility to determine that the custody arrangements provide
reasonable safeguards.
3. With respect to each Foreign Depository, Custodian shall exercise reasonable
care, prudence, and diligence such as a person having responsibilities for the
safekeeping of the Fund's assets would exercise (i) to provide the Fund or its
investment adviser with an analysis of the custody risks associated with
maintaining assets with the Foreign Depository, and (ii) to monitor such custody
risks on a continuing basis and promptly notify the Fund of any material change
in such risks. The Fund acknowledges and agrees that such analysis and
monitoring shall be made on the basis of, and limited by (a) sources currently
utilized by the Custodian in conducting its risk analysis of foreign
depositories; (b) information from Sub-Custodians; (c) other publicly available
information otherwise obtained by Custodian; (d) shall not include any
evaluation of Country Risks; and (e) that information supplied by Custodian with
respect to the status of an institution as a Foreign Depository or utilized by
Custodian to conclude that an institution is a Foreign Depository shall be
limited to information supplied by such institution without any independent
verification. As used herein the term "Country Risks" shall mean with respect to
any Foreign Depository: (a) the financial infrastructure of the country in which
it is organized, but not of any Foreign Depository to the extent covered by an
analysis described in clause (i) of this Section, (b) such country's prevailing
custody and settlement practices, (c) nationalization, expropriation or other
governmental actions, (d) such country's regulation of the banking or securities
industry, (e) currency controls, restrictions, devaluations or fluctuations, and
(f) market conditions which affect the orderly execution of securities
transactions or affect the value of securities.
4. Each party represents to the other that this Amendment has been duly
executed.
5. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts, shall, together,
constitute only one amendment.
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
/s/
By: /s/
Title:
Tax Identification No:
THE BANK OF NEW YORK
By:/s/
Title:
Schedule I
Specified Countries
----------------------- ---------------------------------------- --------------------- ---------------------------------------
Country/ Country/
Market Subcustodian(s) Market Subcustodian(s)
Argentina Banco Rio de la Plata Lithuania Vilniaus Bankas
Australia National Australia Bank Ltd. Luxembourg Banque et Caisse d'Epargne de l'Etat
Austria Bank Austria AG Malaysia HongKong Bank Malaysia Berhad
Bahrain HSBC Bank Middle East Mali Societe Generale de Banques en Cote
d'Ivoire
Bangladesh Standard Chartered Bank Malta HSBC Bank Malta p.l.c.
Belgium Banque Bruxelles Xxxxxxx Mauritius HSBC
Benin Societe Generale de Banques en Cote Mexico Banco Nacional de Mexico
d'Ivoire
Bermuda Bank of Bermuda Limited Morocco Banque Commerciale du Maroc
Bolivia Citibank, N.A. Namibia Stanbic Bank Namibia Limited
Botswana Barclays Bank of Botswana Ltd. Netherlands Fortis Bank (Nederland) N.V.
Brazil BankBoston, N.A. New Zealand National Australia Bank Ltd.
(National Nominees Ltd.)
Bulgaria ING Bank Niger Societe Generale de Banques en Cote
d'Ivoire
Burkina Faso Societe Generale de Banques en Cote Nigeria Stanbic Merchant Bank Nigeria Limited
d'Ivoire
Canada Royal Bank of Canada Norway Den norske Bank ASA
Chile BankBoston, N.A. Oman HSBC Bank Middle East
China Standard Chartered Bank Pakistan Standard Chartered Bank
Colombia Cititrust Colombia S.A. Palestinian HSBC Bank Middle East
Autonomous Area
Costa Rica Banco BCT Panama BankBoston, N.A.
Croatia Privredna Banka Zagreb d.d. Peru Citibank, N.A.
Cyprus Bank of Cyprus Philippines HSBC
Czech Republic Ceskoslovenska Obchodni Banka A.S. Poland Bank Handlowy W Warszawie S.A.
Denmark Den Danske Bank Portugal Banco Comercial Portugues
EASDAQ Banque Bruxelles Xxxxxxx Qatar HSBC Bank Middle East
Ecuador Citibank, N.A. Romania ING Bank
Egypt Citibank, N.A. Russia Vneshtorgbank (Min Fin Bonds only)/
Credit Suisse First Boston AO
Estonia Hansabank Limited Senegal Societe Generale de Banques en Cote
d'Ivoire
Euromarket Clearstream Singapore United Overseas Bank Limited/
The Development Bank of Singapore Ltd.
Euromarket Euroclear Slovak Republic Ceskoslovenska Obchodni Banka, a.s.
Finland Xxxxxx Bank plc Slovenia Bank Austria Creditanstalt d.d.
Ljubljana
France BNP Paribas / Credit Agricole Indosuez South Africa Societe Generale, Johannesburg /
The Standard Bank of South Africa
Limited
Germany Dresdner Bank AG South Korea Standard Chartered Bank
Ghana Barclays Bank of Ghana Ltd. Spain Banco Bilbao Vizcaya Argentaria S.A.
(BBVA) /
Banco Santander Central Hispano (BSCH)
Greece BNP Paribas Sri Lanka Standard Chartered Bank
Guinea Bissau Societe Generale de Banques en Cote Swaziland Standard Bank Swaziland Limited
d'Ivoire
Hong Kong HSBC Sweden Skandinaviska Enskilda Banken
Hungary Citibank Budapest Rt. Switzerland Credit Suisse First Boston
Iceland Landsbanki Islands Taiwan HSBC
India HSBC / Deutsche Bank AG Thailand Standard Chartered Bank/
Bangkok Bank Public Company Limited
Indonesia HSBC Togo Societe Generale de Banques en Cote
d'Ivoire
Ireland Allied Irish Banks, plc Trinidad & Tobago Republic Bank Limited
Israel Bank Leumi LE - Israel B.M. Tunisia Banque Internationale Arabe de Tunisie
Italy Banca Commerciale Italiana / BNP Turkey Osmanli Bankasi A.S. (Ottoman Bank)
Paribas
Ivory Coast Societe Generale - Abidjan United Arab Emirates HSBC Bank Middle fEast, Dubai
Jamaica CIBC Trust & Merchant Bank Jamaica Ltd. Ukraine ING Bank
Japan The Bank of Tokyo-Mitsubishi Limited/ United Kingdom The Bank of New York /
The Fuji Bank, Limited The Depository & Clearing Centre (DCC)
Jordan HSBC Bank Middle East United States The Bank of New York
Kazakhstan ABN/AMRO Uruguay BankBoston, N.A.
Kenya Barclays Bank of Kenya Ltd. Venezuela Citibank, N.A.
Latvia Hansabanka Limited Zambia Barclays Bank of Zambia Ltd.
Lebanon HSBC Bank Middle East Zimbabwe Barclays Bank of Zimbabwe Ltd.
----------------------- ---------------------------------------- --------------------- ---------------------------------------
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective April , 2001, and is between THE CHASE MANHATTAN
BANK ("Bank") and Maxim Series Fund, Inc. ("Customer").
1. Customer Accounts.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts"):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name
of Customer for Financial Assets, which shall, except as modified by Section
15(d) hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and
all cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class in place of those deposited in the Custody
Account.
Upon written agreement between Bank and Customer, additional Accounts
may be established and separately accounted for as additional Accounts
hereunder.
2. Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in which
the principal trading market for such Financial Assets is located, where such
Financial Assets are to be presented for payment or where such Financial Assets
are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer.
3. Subcustodians and Securities Depositories.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank shall exercise reasonable care in selecting Subcustodians. Bank
reserves the right to add new, replace or remove Subcustodians. Customer shall
be given reasonable notice by Bank of any amendment to Schedule A. Upon request
by Customer, Bank shall identify the name, address and principal place of
business of any Subcustodian of Customer's Assets and the name and address of
the governmental agency or other regulatory authority that supervises or
regulates such Subcustodian.
4. Use of Subcustodian.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of customers
of Bank.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall
be subject only to the instructions of Bank or its agent. Any Financial Assets
held in a securities depository for the account of a Subcustodian shall be
subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide that such assets shall 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 of payment for their safe custody
or administration or, in the case of cash deposits, except for liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws, and that the beneficial ownership of such assets shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Where Securities are deposited by a Subcustodian with
a securities depository, Bank shall cause the Subcustodian to identify on its
books as belonging to Bank, as agent, the Securities shown on the Subcustodian's
account on the books of such securities depository. The foregoing shall not
apply to the extent of any special agreement or arrangement made by Customer
with any particular Subcustodian.
5. Deposit Account Transactions.
(a) Bank or its Subcustodians shall make payments from the Deposit
Account upon receipt of Instructions which include all information required by
Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, Bank, in its discretion, may
advance Customer such excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by Bank on similar
loans.
(c) If Bank credits the Deposit Account on a payable date, or at any
time prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. Custody Account Transactions.
(a) Financial Assets shall be transferred, exchanged or delivered by
Bank or its Subcustodian upon receipt by Bank of Instructions which include all
information required by Bank. Settlement and payment for Financial Assets
received for, and delivery of Financial Assets out of, the Custody Account may
be made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivery of
Financial Assets to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment and free delivery. Delivery of
Financial Assets out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect to any
sale, exchange or purchase of Financial Assets. Otherwise, such transactions
shall be credited or debited to the Accounts on the date cash or Financial
Assets are actually received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to the Accounts in its discretion if
the related transaction fails to settle within a reasonable period, determined
by Bank in its discretion, after the contractual settlement date for the related
transaction.
(ii) If any Financial Assets delivered pursuant to this
Section 6 are returned by the recipient thereof, Bank may reverse the
credits and debits of the particular transaction at any time.
7. Actions of Bank.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed
or retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of Financial
Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive
Financial Assets.
(d) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or any
Subcustodian, which shall be selected with reasonable care.
(e) Issue statements to Customer, at times mutually agreed upon, identifying the
Assets in the Accounts.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within sixty (60) days of receipt, Customer shall be deemed to have approved
such statement. In such event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or reasonably
implied therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where Customer and all persons having or
claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in
respect of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Whenever Bank receives information concerning
the Financial Assets which requires discretionary action by the beneficial owner
of the Financial Assets (other than a proxy), such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal notices or other
material intended to be transmitted to securities holders ("Corporate Actions"),
Bank shall give Customer notice of such Corporate Actions to the extent that
Bank's central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Bank shall endeavor to obtain
Instructions from Customer or its Authorized Person (as defined in Section 10
hereof), but if Instructions are not received in time for Bank to take timely
action, or actual notice of such Corporate Action was received too late to seek
Instructions, Bank is authorized to sell such rights entitlement or fractional
interest and to credit the Deposit Account with the proceeds or take any other
action it deems, in good faith, to be appropriate in which case it shall be held
harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if elected
by Customer, in accordance with the terms of the proxy voting services rider
hereto. Proxy voting services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) Tax Reclaims.
------------
(i) Subject to the provisions hereof, Bank shall apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on
Financial Assets for Customer's benefit which Bank believes may be
available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial Assets
are beneficially owned by others, from each beneficial owner, A) a
declaration of the beneficial owner's identity and place of residence
and (B) certain other documentation (pro forma copies of which are
available from Bank). Customer acknowledges that, if Bank does not
receive such declarations, documentation and information, Bank shall be
unable to provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result
of the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or
any other third party, or as a result of any delay of any revenue
authority or any other matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to
Customer from time to time and Bank may, by notification in writing, at
Bank's absolute discretion, supplement or amend the markets in which
tax reclaim services are offered. Other than as expressly provided in
this sub-clause, Bank shall have no responsibility with regard to
Customer's tax position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body
in relation to Customer or the securities and/or cash held for
Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be
Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank would
have been if Bank had performed such services.
(d) Tax Obligations.
(i) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies
required by any revenue or governmental authority for whatever reason
in respect of the Custody Account.
(ii) Customer shall pay for and hold Bank harmless from any liability
or loss resulting from the imposition or assessment of any taxes or
other governmental charges, and any related expenses, with respect to
income from or Financial Assets in the Custody Account except to the
extent that Bank has acted negligently in performing any obligations
which Bank has agreed to assume with respect to taxes and such
negligent act or omission by Bank is the direct cause of such
imposition or assessment of such taxes, charges or expenses and
Customer would not have been liable for such imposition or assessment
in the absence of Bank's actions..
9. Nominees.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial holders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded. The term "Instructions" includes, without
limitation, instructions to sell, assign, transfer, deliver, purchase or receive
for the Custody Account, any and all stocks, bonds and other Financial Assets or
to transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but Customer shall hold Bank
harmless for the failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received or Bank's failure to produce such confirmation at any
subsequent time. Bank may electronically record any Instructions given by
telephone, and any other telephone discussions with respect to the Custody
Account. Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which Bank shall make available
to Customer or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) Bank shall be responsible for the performance of only such duties
as are set forth herein or expressly contained in Instructions which are
consistent with the provisions hereof as follows:
(i) Notwithstanding any other provisions of this Agreement,
Bank's responsibilities shall be limited to the exercise of reasonable
care with respect to its obligations hereunder. Bank shall only be
liable to Customer for any loss which shall occur as the result of the
failure of a Subcustodian to exercise reasonable care with respect to
the safekeeping of such Assets where such loss results directly from
the failure by the Subcustodian to use reasonable care in the provision
of custodial services by it in accordance with the standards prevailing
in its local market or from the willful default of such Subcustodian in
the provision of custodial services by it. In the event of any loss to
Customer which is compensable hereunder (i.e. a loss arising by reason
of willful misconduct or the failure of Bank or its Subcustodian to use
reasonable care), Bank shall be liable to Customer only to the extent
of Customer's direct damages, to be determined based on the market
value of the property which is the subject of the loss at the date of
discovery of such loss and without reference to any special conditions
or circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or damages
(including, but not limited to, lost profits) suffered by Customer in
connection with the transactions and services contemplated hereby and
the relationship established hereby even if Bank has been advised as to
the possibility of the same and regardless of the form of the action.
(ii) Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank. Bank shall not
be responsible for any act, omission, default or the solvency of any
broker or agent which it or a Subcustodian appoints unless such
appointment was made negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties, and expenses, including
out-of-pocket and incidental expenses and legal fees ("Losses") that
may be imposed on, incurred by, or asserted against, the Indemnitees or
any of them for following any instructions or other directions upon
which Bank is authorized to rely pursuant to the terms of this
Agreement. (B) In addition to and not in limitation of the preceding
subparagraph, Customer shall also indemnify and hold the Indemnitees
and each of them harmless from and against any and all Losses that may
be imposed on, incurred by, or asserted against, the Indemnitees or any
of them in connection with or arising out of Bank's performance under
this Agreement, provided the Indemnitees have not acted with negligence
or engaged in willful misconduct. (C) In performing its obligations
hereunder, Bank may rely on the genuineness of any document which it
believes in good faith to have been validly executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of any
taxes or other governmental charges, and any related expenses, with
respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all matters and
shall be without liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable
for any loss which results from: 1) the general risk of investing, or
2) investing or holding Assets in a particular country including, but
not limited to, losses resulting from malfunction, interruption of or
error in the transmission of information caused by any machines or
system or interruption of communication facilities, abnormal operating
conditions, nationalization, expropriation or other governmental
actions; regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions which
prevent the orderly execution of securities transactions or affect the
value of Assets.
(viii) Neither party shall be liable to the other for any loss
due to forces beyond their control including, but not limited to
strikes or work stoppages, acts of war (whether declared or undeclared)
or terrorism, insurrection, revolution, nuclear fusion, fission or
radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall 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 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party
to which Financial Assets are delivered or payments are made pursuant
hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing Instructions shall
bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank
or any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
13. Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth
in Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses, including,
but not limited to, legal fees. Bank shall have a lien on and is authorized to
charge any Accounts of Customer for any amount owing to Bank under any provision
hereof.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to enter into spot or forward foreign
exchange contracts with Customer or an Authorized Person for Customer and may
also provide foreign exchange through its subsidiaries, Affiliates or
Subcustodians. 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 subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract with
Customer that covers foreign exchange transactions for the Accounts, the terms
and conditions of that foreign exchange contract, and to the extent not
inconsistent, this Agreement, shall apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's independent public
accountant 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. Subject to restrictions under applicable law,
Bank shall also obtain an undertaking to permit Customer's independent public
accountants reasonable access to the records of any Subcustodian which has
physical possession of any Financial Assets as may be required in connection
with the examination of Customer's books and records.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer may now or hereafter be entitled to
claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, Customer irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents that the Assets
deposited in the Accounts are (Check one):
-------------------------------------
X Investment Company assets subject to certain U.S. Securities and Exchange
--Commission rules and regulations;
Other (specify)
--
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _______ and the following Rider(s)
[Check applicable rider(s)]:
X INVESTMENT COMPANY
-----
X PROXY VOTING
-----
SPECIAL TERMS AND CONDITIONS
-------
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions hereof 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 shall not in any way be
affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder 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 hereof, 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.
(h) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it has taken all necessary action to authorize the execution and
delivery hereof. (E) it shall have full authority and power to borrow moneys and
enter into foreign exchange transactions; and (F) 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. (ii) Bank hereby represents and warrants to Customer that: (A) it has the
full power and authority to perform its obligations hereunder, (B) this
Agreement constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms; and (C) it has taken all necessary action to
authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually received.
Any notices or other communications which may be required hereunder are to be
sent to the parties at the following addresses or such other addresses as may
subsequently be given to the other party in writing: (a) Bank: The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, N.Y. 11245, Attention:
Global Investor Services, Investment Management Group; and (b) Customer: Maxim
Series Fund, Inc., Attn: Securities Admin, 2T2, 0000 X. Xxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxx, XX, 00000.
(j) Termination. This Agreement may be terminated by Customer or Bank
by giving sixty (60) days' written notice to the other, provided that such
notice to Bank shall specify the names of the persons to whom Bank shall deliver
the Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within sixty (60) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within sixty (60) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for itself and
its agents that all Customer's customers are properly identified in accordance
with U.S. Money Laundering regulations and guidelines as in effect from time to
time.
(l) Imputation of certain information. Bank shall not be held
responsible for and shall not be required to have regard to information held by
any person by imputation or information of which Bank is not aware by virtue of
a "Chinese Wall" arrangement. If Bank becomes aware of confidential information
which in good faith it feels inhibits it from effecting a transaction hereunder
Bank may refrain from effecting it.
15. Definitions.
As used herein, the following terms shall have the meaning hereinafter
stated:
a) "Certificated Security" shall mean a security that is represented by a
certificate.
b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
c) "Entitlement Holder" shall mean the person on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
d) "Financial Asset" shall mean, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including
a Certificated Security or Uncertificated Security, a security certificate,
or a Securities Entitlement. Financial Assets shall not include cash.
e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or dealt in on
securities exchanges or financial markets, and other obligations of an
issuer, or shares, participations and interests in an issuer recognized in
an area in which it is issued or dealt in as a medium for investment and
any other property as shall be acceptable to Bank for the Custody Account.
f) "Securities Entitlement" shall mean the rights and property interest of an
Entitlement Holder with respect to a Financial Asset as set forth in Part 5
of the Uniform Commercial Code.
g) "Securities Intermediary" shall mean Bank, a Subcustodian, a securities
depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in that
capacity.
h) "Uncertificated Security" shall mean a security that is not represented by a
certificate.
i) "Uniform Commercial Code" shall mean Article 8 of the Uniform Commercial Code
of the State of New York, as the same may be amended from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
MAXIM SERIES FUND, INC.
By:____________________________________________
Title:
Date:
THE CHASE MANHATTAN BANK
By:____________________________________________
Title:
Date:
STATE OF )
: ss.
COUNTY OF )
On this day of , 200_ , before me personally came , to me known, who being by me
duly sworn, did depose and say that he/she resides in at , that he/she is of ,
the entity described in and which executed the foregoing instrument; that he/she
knows the seal of said entity, that the seal affixed to said instrument is such
seal, that it was so affixed by order of said entity, and that he/she signed
his/her name thereto by like order.
Sworn to before me this
--------------
day of , 200_.
--------------
Notary
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this day of , 200_ , before me personally came , to me known, who being by me
duly sworn, did depose and say that he/she resides in at ; that he/she is a Vice
President of THE CHASE MANHATTAN BANK, the corporation described in and which
executed the foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by order of the Board of Directors of said corporation,
and that he/she signed his/her name thereto by like order.
Sworn to before me this
-------------------
day of , 200_.
----------------
Notary
3
262139v1
262139v1
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Maxim Series Fund, Inc.
effective __________________
The following modifications are made to the Agreement:
I. Add the following after the first sentence of Section 3 of the Agreement:
At the request of Customer, Bank may, but need not, add to Schedule A an
Eligible Foreign Custodian (as hereinafter defined) 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.
II. Add the following language to the end of Section 3 of the Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in rule 17f-5(a)(7);
and
(b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(1) and
(5), shall mean (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, and (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. In addition, an Eligible Foreign Custodian
shall also mean any other entity that shall have been so qualified by exemptive
order, rule or other appropriate action of the SEC.
The term "securities depository" as used herein shall mean the following, when
referring to a securities depository located:
(a) outside the U.S., an "Eligible Securities Depository" which, in turn, shall
have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended
from time to time, or that has otherwise been made exempt by an SEC exemptive
order, rule other appropriate SEC action, except that prior to the compliance
date with rule 17f-7 for a particular securities depository the term "securities
depository" shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to
rule 17f-5; and
(b) in the U.S., shall mean a "securities depository" as defined in SEC rule
17f-4(a).
For purposes of provisions of the Agreement imposing liability on Bank, the term
Subcustodian shall not include any Eligible Foreign Custodian as to which Bank
has not acted as Foreign Custody Manager. For purposes of clarity, the term
Subcustodian shall not include any securities depository."
III. Add the following language to the end of the first sentence of Section 4(d)
of the Agreement: "or, in the case of cash deposits, except for liens or rights
in favor of creditors of the Subcustodian arising under bankruptcy, insolvency
or similar laws."
IV. Add a new Section 16 to the Agreement as follows:
16. Compliance with Securities and Exchange Commission rule 17f-5 ("rule
17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter "Board")
hereby delegates to Bank, and 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)), including for the purposes of: (i) selecting
Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), as the
same may be amended from time to time, or that have otherwise been exempted by
SEC exemptive order, rule other appropriate SEC action) to hold Customer's
Foreign Assets, (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)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the placement of
Foreign Assets 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 but until further notice from Customer requesting a
different schedule, such reports shall be provided not less than quarterly in
summary form, with a more detailed report annually.
(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 Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that
Foreign Assets 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 Assets, including, without limitation, those
factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign Custodian
requires that the Eligible Foreign Custodian will provide reasonable care for
Foreign Assets based on the standards applicable to custodians in the relevant
market as provided in rule 17f-5(c)(2)(i) and (ii); and
(v) have established a system to monitor the continued appropriateness of
maintaining Foreign Assets with particular Eligible Foreign Custodians and
performance 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
Assets 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 Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant
to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17 hereof, Customer shall
be solely responsible to assure that the maintenance of Foreign Assets hereunder
complies with the rules, regulations, interpretations and exemptive orders
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 Assets being placed and
maintained in Bank's custody are subject to the Investment Company Act of 1940,
as amended (the "1940 Act") as the same may be amended from time to time; (2)
its Board (or other governing body) has determined that it is reasonable to rely
on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board (or
other governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which Customer's Foreign
Assets shall be held hereunder and determined to accept the risks arising
therefrom (including, but not limited to, a country's financial infrastructure,
prevailing custody and settlement practices, laws applicable to the safekeeping
and recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country
Risk")). Nothing contained herein shall require Bank to make any selection on
behalf of Customer that would entail consideration of Country Risk and, except
as may be provided in (e) below, to engage in any monitoring of Country Risk.
(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.
V. Add a new Section 17 to the Agreement as follows:
17. Compliance with Securities and Exchange Commission rule 17f-7 ("rule
17f-7").
(a) Bank shall, for consideration by Customer, provide an analysis in accordance
with rule 17f-7(a)(1)(i)(A) of the custody risks associated with maintaining
Customer's Foreign Assets 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 Assets at such Depository) and at which any Foreign Assets 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 Assets held. Bank shall monitor the custody risks associated
with maintaining Customer's Foreign Assets 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 17(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.)
(d) Bank need not commence performing any of the duties set forth in
this Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is
prepared to commence such duties prior to such date as to particular
depositories.
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 Foreign Assets into a
country the following information (check items applicable):
A Opinions of local counsel concerning:
X 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.
X ii. Whether applicable foreign law would restrict the
Customer's ability to recover its assets in the event of the
bankruptcy of an Eligible Foreign Custodian located in that
country.
X iii. Whether applicable foreign law would restrict the
Customer's ability to recover assets that are lost while under
the control of an Eligible Foreign Custodian located in the
country.
B. Written information concerning:
X i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Customer's assets.
--------
X 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, (vi) market settlement risk, (vii) Eligible
Securities Depositories (including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the
information in market reports.
2
262139v1
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
209086:v01
262139v1
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Maxim Series Fund, Inc.
dated 200_.
1. Global Proxy Services ("Proxy Services") shall be provided for the countries
listed in the procedures and guidelines ("Procedures") furnished to Customer, as
the same may be amended by Bank from time to time on prior notice to Customer.
The Procedures are incorporated by reference herein and form a part of this
Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank to
Customer of the dates of pending shareholder meetings, resolutions to be voted
upon and the return dates as may be received by Bank or provided to Bank by its
Subcustodians or third parties, and (b) voting by Bank of proxies based on
Customer Instructions. Original proxy materials or copies thereof shall not be
provided. Notifications shall generally be in English and, where necessary,
shall be summarized and translated from such non-English materials as have been
made available to Bank or its Subcustodian. In this respect Bank's only
obligation is to provide information from sources it believes to be reliable
and/or to provide materials summarized and/or translated in good faith. Bank
reserves the right to provide Notifications, or parts thereof, in the language
received. Upon reasonable advance request by Customer, backup information
relative to Notifications, such as annual reports, explanatory material
concerning resolutions, management recommendations or other material relevant to
the exercise of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications where
Bank prepared the same in good faith.
4 Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the Agreement, in
performing Proxy Services Bank shall be acting solely as the agent of Customer,
and shall not exercise any discretion with regard to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of circumstances,
including, without limitation, where the relevant Financial Assets are: (i) on
loan; (ii) at registrar for registration or reregistration; (iii) the subject of
a conversion or other corporate action; (iv) not held in a name subject to the
control of Bank or its Subcustodian or are otherwise held in a manner which
precludes voting; (v) not capable of being voted on account of local market
regulations or practices or restrictions by the issuer; or (vi) held in a margin
or collateral account.
6 Customer acknowledges that in certain countries Bank may be unable to vote
individual proxies but shall only be able to vote proxies on a net basis (e.g.,
a net yes or no vote given the voting instructions received from all customers).
7. Customer shall not make any use of the information provided hereunder, except
in connection with the funds or plans covered hereby, and shall in no event
sell, license, give or otherwise make the information provided hereunder
available, to any third party, and shall not directly or indirectly compete with
Bank or diminish the market for Proxy Services by provision of such information,
in whole or in part, for compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to Bank
in accordance with ss.10 of the Agreement. Proxy Services fees shall be as set
forth in ss.13 of the Agreement or as separately agreed.
SECURITIES DEPOSITORIES
AS OF January 17, 2001
1
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Argentina CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Argentina CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Australia Austraclear Limited Corporate Debt, Money Market, Semi-Government Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Australia CHESS Equity
(Clearing House Electronic Sub-register System)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Australia RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Austria OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Belgium CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de Virements
de Titres S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Xxxxxxx XXX Corporate Debt, Government Debt
(National Bank of Belgium)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Brazil CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Brazil CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Brazil SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Bulgaria BNB Government Debt
(Bulgaria National Bank)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Bulgaria CDAD Equity, Corporate Debt
(Central Depository A.D.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Canada CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Chile DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
China, Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corporation)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
China, Shenzhen SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Colombia DCV Government Debt
(Deposito Central de Valores)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Colombia DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Croatia SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Croatia Ministry of Finance of the Republic of Croatia Short-term debt issued by the Ministry of Finance.
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Croatia CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Czech Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Czech Republic CNB Government Debt
(Czech National Bank)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Denmark VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Egypt MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Estonia ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Euromarket DCC Euro-CDs
(The Depository and Clearing Centre)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Euromarket Clearstream Euro-Debt
(Clearstream Banking, S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Euromarket Euroclear Euro-Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Finland APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
France Euroclear France Equity, Corporate Debt, Government Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Germany Clearstream Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Greece CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Greece BoG Government Debt
(Bank of Greece)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Hong Kong HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Hong Kong CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Hungary KELER Equity, Corporate Debt, Government Debt
(Central Depository and Clearing House -
Kosponti Elszamolohaz es Ertektar (Budapest)
Rt.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
India NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
India CDSL Equity
(Central Depository Services (India) Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
India RBI Government Debt
(Reserve Bank of India)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Indonesia KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Ireland CREST Equity, Corporate Debt
(CRESTCo Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Israel TASE Clearing House Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Italy Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Italy Banca d'Italia Government Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Ivory Coast DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Japan JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Japan BoJ Registered Government Debt
(Bank of Japan)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Kazahkstan CSD Equity
(Central Securities Depository CJSC)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Kenya CBCD Government Debt
(Central Bank Central Depository)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Latvia LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Lebanon Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Lithuania CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Luxembourg Clearstream Equity
(Clearstream Banking S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Malaysia MCD Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Mauritius CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Mexico INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Morocco Maroclear Equity, Corporate Debt, Government Debt
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Netherlands NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
New Zealand NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Nigeria CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Norway VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Oman MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Pakistan CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Pakistan SBP Government Debt
(State Bank of Pakistan)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Peru CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Philippines PCD Equity
(Philippine Central Depository Inc.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Philippines XXXX Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Poland NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Poland CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Portugal CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e Sistema de
Liquidacao e Compensacao)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Romania SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Romania BSE Equity
(Bucharest Stock Exchange Registry)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Russia VTB Equity, Corporate Debt, Government Debt (Ministry of
(Vneshtorgbank) Finance Bonds)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Russia NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Russia DCC Equity
(Depository Clearing Company)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Singapore CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Singapore SGS Government Debt
(Monetary Authority of Singapore / Singapore
Government Securities Book-Entry System)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Slovak Republic SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava,
a.s.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Slovak Republic NBS Government Debt
(National Bank of Slovakia)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Slovenia KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
South Africa CDL Corporate Debt, Government Debt
(Central Depository (Pty) Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
South Africa STRATE Equity
(Share Transactions Totally Electronic)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
South Korea KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Spain SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Spain CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Sri Lanka CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Sweden VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Switzerland SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Taiwan TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Thailand TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Tunisia STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour
la Compensation et le Depot des Valeurs
Mobilieres)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Turkey TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
United Kingdom CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
United Kingdom CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
United States DTC Equity, Corporate Debt
(Depository Trust Company)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
United States PTC Mortgage Back Debt
(Participants Trust Company)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
United States FED Government Debt
(The Federal Reserve Book-Entry System)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Uruguay BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Venezuela BCV Government Debt
(Banco Central de Venezuela)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Zambia CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
---------------------- -------------------------------------------------- --------------------------------------------------------
---------------------- -------------------------------------------------- --------------------------------------------------------
Zambia BoZ Government Debt
(Bank of Zambia)
---------------------- -------------------------------------------------- --------------------------------------------------------
