CUSTODY AGREEMENT
THIS
AGREEMENT, is made as of May 19, 2009, by and between XXXX & XXXXX FUNDS TRUST
(the “Trust”), a business trust organized under the laws of the State of
Delaware, and FIFTH
THIRD BANK, an
Ohio banking corporation (the "Custodian").
WITNESSETH:
WHEREAS,
the Trust desires that the Securities and cash of each of the investment
portfolios identified in Exhibit A hereto, which Exhibit may be added to from
time to time by notice from the Trust to the Custodian (such investment
portfolios and individually referred to herein as a "Fund" and collectively as
the "Funds"), be held and administered by the Custodian pursuant to this
Agreement; and
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS,
the Custodian represents that it is a bank having the qualifications prescribed
in Section 26(a)(i) of the 1940 Act;
NOW,
THEREFORE, in consideration of the mutual agreements herein made, the Trust and
the Custodian hereby agree as follows:
ARTICLE
I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
1.1 "Authorized Person"
means any Officer or other person duly authorized by resolution of the
Board of Trustees to give Oral Instructions and Written Instructions on behalf
of the Trust and named in Exhibit B hereto or in such resolutions of the Board
of Trustees, certified by an Officer, as may be received by the Custodian from
time to time.
1.2 "Board of Trustees"
shall mean the Trustees from time to time serving under the Trust’s
Agreement and Declaration of Trust, dated March 18, 2009, as from time to time
amended.
1.3 "Business Day" shall
mean any day recognized as a settlement day by the New York Stock Exchange, LLC
and any other day for which the Trust computes the net asset value of the
Trust.
1.4 "Custody Account"
shall mean any account in the name of the Trust, which is provided for
in
Section
3.2 below.
1.5 “Foreign Depository”
shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c)
each Eligible Securities Depository as defined in Rule 17f-7 under the 1940 Act,
identified to the Trust from time to time, and (d) the respective successors and
nominees of the foregoing.
1.6 "FINRA" shall mean
the Financial Industry Regulatory Authority, Inc.
1.7 "Officer" shall mean
the President, any Vice President, the Secretary, any Assistant
Secretary,
the Treasurer, or any Assistant Treasurer of the Trust.
1.8 "Oral Instructions"
shall mean instructions orally transmitted to and accepted by
the
Custodian
because such instructions are: (i) reasonably believed by the Custodian to have
been given by an Authorized Person, (ii) recorded and kept among the records of
the Custodian made in the ordinary course of business and (iii) orally confirmed
by the Custodian.
1.9 "Proper Instructions"
shall mean Oral Instructions or Written Instructions. Proper
Instructions may include a recurring or continuous event only if such
instructions are Written Instructions.
1.10 "Securities" shall
include, without limitation, common and preferred stocks, bonds, call options,
put options, debentures, notes, bank certificates of deposit, bankers'
acceptances, mortgage-backed securities, other money market instruments or other
obligations, and any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or any similar
property or assets that the Custodian has the facilities to clear and to
service.
1.11 "Securities Depository"
shall mean The Depository Trust Company and (provided that Custodian
shall have received a copy of a resolution of the Board of Trustees, certified
by an Officer, specifically approving the use of such clearing agency as a
depository for the Trust) any other clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities and
Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central
handling of Securities where all Securities of any particular class or series of
an issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of the
Securities.
1.12 "Shares" shall mean
the units of beneficial interest issued by the Trust.
1.13 “Specified Country”
shall mean each country listed on Schedule I attached hereto and each
country, other than the United States, constituting the primary market for a
security with respect to which any Fund has given settlement instruction to the
Custodian pursuant to this Agreement.
1.14 "Written Instructions"
shall mean (i) written communications actually received by the Custodian
and signed by one or more persons as the Board of Trustees shall have from time
to time authorized, or (ii) communications by telex or any other such system
from a person or persons reasonably believed by the Custodian to be an
Authorized Person, or (iii) communications transmitted electronically through
the Institutional Delivery System (IDS), or any other similar electronic
instruction system acceptable to Custodian and approved by resolutions of the
Board of Trustees, a copy of which, certified by an Officer, shall have been
delivered to the Custodian.
ARTICLE
II
APPOINTMENT OF
CUSTODIAN
2.1 Appointment. The
Trust hereby constitutes and appoints the Custodian as custodian of all
Securities and cash owned by or in the possession of the Trust at any time
during the period of this Agreement, provided that such Securities or cash at
all times shall be and remain the property of the Trust.
2.2 Acceptance. The
Custodian hereby accepts appointment as such custodian and agrees to perform the
duties thereof as hereinafter set forth and in accordance with the 1940 Act as
amended. Except as specifically set forth herein, the Custodian shall have no
liability and assumes no responsibility for any noncompliance by the Trust
or a Fund of any laws, rules or regulations.
2.3 Foreign Custody. If
applicable and or necessary Custodian hereby accepts the delegation of
responsibilities with respect to each Specified Country and agrees in performing
the responsibilities as a Foreign Custody Manager to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of the Trust’s assets would exercise.
Custodian
shall provide to the Board of Trustees at such times as deemed reasonable and
appropriate based on the circumstances of the Trust or any Fund’s foreign
custody arrangements, written reports notifying the Board of Trustees of the
placement of assets of the Trust with a particular Foreign Depository within a
Specified Country and of any material change in the arrangements (including the
contract governing such arrangements) with respect to assets such Fund with any
such Foreign Depository.
ARTICLE
III
CUSTODY OF CASH AND
SECURITIES
3.1 Segregation. All
Securities and non-cash property held by the Custodian for the account of the
Trust and each Fund, except Securities maintained in a Securities Depository or
Book-Entry System, shall be physically segregated from other Securities and
non-cash property in the possession of the Custodian and shall be identified as
subject to this Agreement.
3.2 Custody Account. The
Custodian shall open and maintain in its trust department a custody account in
the name of each Fund, subject only to draft or order of the Custodian, in which
the Custodian shall enter and carry all Securities, cash and other assets of the
Trust that are delivered to it.
3.3 Appointment of Agents.
In its discretion, the Custodian may appoint, and at any time remove, any
domestic bank or trust company that has been approved by the Board of Trustees
and is qualified to act as a custodian under the 1940 Act, as sub-custodian to
hold Securities and cash of the Trust or any Fund and to carry out such other
provisions of this Agreement as it may determine, and may also open and maintain
one or more banking accounts with such a bank or trust company (any such
accounts to be in the name of the Custodian and subject only to its draft or
order), provided, however, that the appointment of any such agent shall not
relieve the Custodian of any of its obligations or liabilities under this
Agreement.
3.4 Appointment of Foreign
Agents. Except as may otherwise be agreed upon in writing, Assets of the
Trust shall, when required, be maintained in the custody of a Foreign
Depository. With respect to holding Property with an Eligible Foreign Custodian,
it is expressly understood and agreed that:
(i)
Custodian will endeavor, to the extent feasible, to hold
securities in the country or other jurisdiction in which the principal trading
market for such Securities is located, where such Securities are to be presented
for cancellation and/or payment and/or registration, or where such Securities
are acquired;
(ii) Cash
which is maintained in a foreign country will be in any currency which may be
legally held in such country and may be held in non-interest bearing
accounts;
(iii) Foreign
Depositories may hold Securities in central securities depositories or clearing
agencies in which such Foreign Depositories participate;
(iv) Unless
otherwise agreed to in writing by the parties hereto or otherwise required by
local law or practice, Securities deposited with a Foreign Depository will be
held in a single account in the name of Custodian or its designee sub-custodian
as custodian or trustee for its customers;
(v) Settlement
of and payment for Securities received for, and delivered from the 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, the delivery of
Securities to a purchaser, broker, dealer or their prospective agents either
against a receipt for future payment or without any payment (so-called "free
delivery"); and
(vi) Customer
is solely responsible for the payment of and the reclamation, where applicable,
of taxes. Custodian will, however, cooperate with Customers in connection with
Customer's payment or reclamation of taxes and shall make the necessary filings
in connection with obtaining tax exemptions and tax reclamations which are
available to the Customer.
3.5 Delivery of Assets to
Custodian. The Trust shall deliver, or cause to be delivered, to the
Custodian all of the Trust’s applicable Securities, cash and other assets,
including (a) all payments of income, payments of principal and capital
distributions received by the Trust with respect to such Securities, cash or
other assets owned by the Trust at any time during the period of this Agreement,
and (b) all cash received by the Trust for the issuance, at any time during such
period, of shares. The Custodian shall not be responsible for such Securities,
cash or other assets until actually received by it.
3.6 Securities Depositories and
Book-Entry Systems. The Custodian may deposit and/or maintain Securities
of a Fund in a Securities Depository or in a Book-Entry System, subject to the
following provisions:
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(a)
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Prior
to a deposit of Securities of a Fund in any Securities Depository or
Book-Entry System, the Trust shall deliver to the Custodian a resolution
of the Board of Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit in such
Securities Depository or Book-Entry System all Securities eligible for
deposit therein and to make use of such Securities Depository or
Book-Entry System to the extent possible and practical in connection with
its performance hereunder, including, without limitation, in connection
with settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of collateral consisting of
Securities.
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(b)
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Securities
of a Fund kept in a Book-Entry System or Securities Depository shall be
kept in an account ("Depository Account") of the Custodian in such
Book-Entry System or Securities Depository which includes only assets held
by the Custodian as a fiduciary, custodian or otherwise for
customers.
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(c)
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The
records of the Custodian and the Custodian's account on the books of the
Book-Entry System and Securities Depository as the case may be, with
respect to Securities of a Fund maintained in a Book-Entry System or
Securities Depository shall, by book-entry, or otherwise identify such
Securities as belonging to such
Fund.
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(d)
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If
Securities purchased by the Trust for a Fund are to be held in a
Book-Entry System or Securities Depository, the Custodian shall pay for
such Securities upon (i) receipt of advice from the Book-Entry System or
Securities Depository that such Securities have been transferred to the
Depository Account, and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of such
Trust. If Securities sold by such Fund are held in a Book-Entry System or
Securities Depository, the Custodian shall transfer such Securities upon
(i) receipt of advice from the Book-Entry System or Securities depository
that payment for such Securities has been transferred to the Depository
Account, and (ii) the making of an entry on the records of the Custodian
to reflect such transfer and payment for the account of such
Fund.
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(e)
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Upon
request, the Custodian shall provide the Trust with copies of any report
(obtained by the Custodian from a Book-Entry System or Securities
Depository in which Securities of any Fund is kept) on the internal
accounting controls and procedures for safeguarding Securities deposited
in such Book-Entry System or Securities
Depository.
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(f)
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Notwithstanding
any other provision in this Agreement, the Trust 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 Trust or its investment adviser has determined 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 Rule 17f-7 under the
1940 Act.
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(g)
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Anything
to the contrary in this Agreement notwithstanding, the Custodian shall be
liable to the Trust and a Fund for any loss or damage to the Fund
resulting (i) from the use of a Book-Entry System or Securities Depository
by reason of any negligence or willful misconduct on the part of Custodian
or any sub-custodian appointed pursuant to Section 3.3 or 3.4 above or any
of its or their employees, or (ii) from failure of Custodian or any such
sub-custodian to enforce effectively such rights as it may have against a
Book-Entry System or Securities Depository. At its election, the Trust
shall be subrogated to the rights of the Custodian with respect to any
claim against a Book-Entry System or Securities Depository or any other
person for any loss or damage to the Trusts arising from the use of such
Book-Entry System or Securities Depository, if and to the extent that the
Trust has been made whole for any such loss or
damage.
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3.7 Disbursement of Moneys from
Custody Accounts. Upon receipt of Proper Instructions, the Custodian
shall disburse moneys from the Custody Account but only in the following
cases:
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(a)
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For
the purchase of Securities for a Fund but only upon compliance with
Section 4.1 of this Agreement and only (i) in the case of Securities
(other than options on Securities, futures contracts and options on
futures contracts), against the delivery to the Custodian (or any
sub-custodian appointed pursuant to Section 3.3 or 3.4 above) of such
Securities registered as provided in Section 3.10 below in proper form for
transfer, or if the purchase of such Securities is effected through a
Book-Entry System or Securities Depository, in accordance with the
conditions set forth in Section 3.6 above; (ii) in the case of options on
Securities, against delivery to the Custodian (or such sub-custodian) of
such receipts as are required by the customs prevailing among dealers in
such options; (iii) in the case of futures contracts and options on
futures contracts, against delivery to the Custodian (or such
sub-custodian) of evidence of title thereto in favor of a Fund or any
nominee referred to in Section 3.10 below; and (iv) in the case of
repurchase or reverse repurchase agreements entered into between a Fund
and a bank which is a member of the Federal Reserve System or between a
Fund and a primary dealer in U.S. Government securities, against delivery
of the purchased Securities either in certificate form or through an entry
crediting the Custodian's account at a Book-Entry System or Securities
Depository for the account of the Fund with such
Securities;
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(b)
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In
connection with the conversion, exchange or surrender, as set forth in
Section 3.8(f) below, of Securities owned by the
Trust;
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(c)
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For
the payment of any dividends or capital gain distributions declared by a
Fund;
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(d)
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In
payment of the redemption price of Shares as provided in Article V
below;
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(e)
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For
the payment of any expense or liability incurred by the Trust, including
but not limited to the following payments for the account of a Fund:
interest taxes administration, investment management, investment advisory,
accounting, auditing, transfer agent, custodian, trustee and legal fees;
and other operating expenses of a Fund; in all cases, whether or not such
expenses are to be in whole or in part capitalized or treated as deferred
expenses;
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(f)
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For
transfer in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act and
a member of the FINRA, relating to compliance with rules of The Options
Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow or
other arrangements in connection with transactions by the
Trust;
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(g)
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For
transfer in accordance with the provisions of any agreement among the
Trust, the Custodian, and a futures commission merchant registered under
the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding account deposits in
connection with transactions by the
Trust;
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(h)
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For
the funding of any uncertificated time deposit or other interest-bearing
account with any banking institution (including the Custodian), which
deposit or account has a term of one year or less;
and
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(i)
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For
any other proper purposes, but only upon receipt, in addition to Proper
Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the amount and purpose of such
payment, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is to be
made.
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3.8 Delivery of Securities from
a Custody Accounts. Upon receipt of Proper Instructions, the Custodian
shall release and deliver Securities from a Custody Account but only in the
following cases:
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(a)
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Upon
the sale of Securities for the account of a Fund but only against receipt
of payment therefore in cash, by certified or cashiers check or bank
credit;
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(b)
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In
the case of a sale effected through a Book-Entry System or Securities
Depository, in accordance with the provisions of Section 3.6
above;
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(c)
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To
an offeror's depository agent in connection with tender or other similar
offers for Securities of a Fund; provided that, in any such case, the cash
or other consideration is to be delivered to the
Custodian;
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(d)
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To
the issuer thereof or its agent (i) for transfer into the name of the
Trust, the Custodian or any sub-custodian appointed pursuant to Section
3.3 or 3.4 above, or of any nominee or nominees of any of the foregoing,
or (ii) for exchange for a different number of certificates or other
evidence representing the same aggregate face amount or number of units;
provided that, in any such case, the new Securities are to be delivered to
the Custodian;
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(e)
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To
the broker selling Securities, for examination in accordance with the
"street delivery" custom;
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(f)
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For
exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such case, the
new Securities and cash, if any, are to be delivered to the
Custodian;
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(g)
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Upon
receipt of payment therefore pursuant to any repurchase or reverse
repurchase agreement entered into by a
Fund;
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(h)
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Upon
the exercise of warrants, rights or similar Securities, provided, however,
that in any such case, the new Securities and cash, if any, are to be
delivered to the Custodian;
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(i)
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For
delivery in connection with any loans of Securities of a Fund, but only
against receipt of such collateral as the Trust shall have specified to
the Custodian in Proper
Instructions;
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(j)
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For
delivery as security in connection with any borrowings by the Trust on
behalf of a Fund requiring a pledge of assets by such Fund, but only
against receipt by the Custodian of the amounts
borrowed;
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(k)
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Pursuant
to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Trust or a
Fund;
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(l)
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For
delivery in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act and
a member of the FINRA, relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or of any similar organization or organizations) regarding
escrow or other arrangements in connection with transactions by the Trust
on behalf of a Fund;
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(m)
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For
delivery in accordance with the provisions of any agreement among the
Trust (on behalf of a Fund), the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar organization or organizations)
regarding account deposits in connection with transactions by the Trust
(on behalf of a Fund); or
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(n)
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For
any other proper corporate purposes, but only upon receipt, in addition to
Proper Instructions, of a copy of a resolution of the Board of Trustees,
certified by an Officer, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such Securities shall be
made.
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3.9 Actions Not Requiring Proper
Instructions. Unless otherwise instructed by the Trust, the Custodian
shall with respect to all Securities held for a Fund;
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(a)
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Subject
to Section 7.4 below, collect on a timely basis all income and other
payments to which the Trust is entitled either by law or pursuant to
custom in the securities business;
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(b)
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Present
for payment and, subject to Section 7.4 below, collect on a timely basis
the amount payable upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become
payable;
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(c)
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Endorse
for collection, in the name of the Trust, checks, drafts and other
negotiable instruments;
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(d)
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Surrender
interim receipts for Securities in temporary form for Securities in
definitive form;
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(e)
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Execute,
as custodian, any necessary declarations or certificates of ownership
under the federal income tax laws or the laws or regulations of any other
taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service ("IRS") and to the Trust at such
time, in such manner and containing such information as is prescribed by
the IRS;
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(f)
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Hold
for a Fund, either directly or, with respect to Securities held therein,
through a Book-Entry System or Securities Depository, all rights and
similar securities issued with respect to Securities of the Fund;
and
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(g)
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In
general, and except as otherwise directed in Proper Instructions, attend
to all non-discretionary details in connection with sale, exchange,
substitution, purchase, transfer and other dealings with Securities and
assets of any Trust.
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3.10 Registration and Transfer of
Securities. All Securities held for a Fund that are issued or issuable
only in bearer form shall be held by the Custodian in that form, provided that
any such Securities shall be held in a Book-Entry System for the account of the
Trust on behalf of a Fund, if eligible therefore. All other Securities held for
a Trust may be registered in the name of the Trust on behalf of such Fund, the
Custodian, or any sub-custodian appointed pursuant to Section 3.3 above, or in
the name of any nominee of any of them, or in the name of a Book-Entry System,
Securities Depository or any nominee of either thereof; provided, however, that
such Securities are held specifically for the account of the Trust on behalf of
a Fund. The Trust shall furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of any of the nominees hereinabove referred to or in the
name of a Book-Entry System or Securities Depository, any Securities registered
in the name of a Fund.
3.11 Records. (a) The
Custodian shall maintain, by Trust, complete and accurate records with respect
to Securities, cash or other property held for the Trust, including (i) journals
or other records of original entry containing an itemized daily record in detail
of all receipts and deliveries of Securities and all receipts and disbursements
of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer,
(B) Securities in physical possession, (C) monies and Securities borrowed and
monies and Securities loaned (together with a record of the collateral therefore
and substitutions of such collateral), (D) dividends and interest received, and
(E) dividends receivable and interest accrued; and (iii) canceled checks and
bank records related thereto. The Custodian shall keep such other books and
records of the Trust as the Trust shall reasonably request, or as may be
required by the 1940 Act, including, but not limited to these necessary to
comply with Section 3.1 and Rule 31 a-1 and Rule 31 a-2 promulgated
thereunder.
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(b)
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All
such books and records maintained by the Custodian shall (i) be maintained
in a form acceptable to the Trust and in compliance with rules and
regulations of the Securities and Exchange Commission, (ii) be the
property of the Trust and at all times during the regular business hours
of the Custodian be made available upon request for inspection by duly
authorized officers, employees or agents of the Trust and employees or
agents of the Securities and Exchange Commission, and (iii) if required to
be maintained by Rule 31 a-1 under the 1940 Act, be preserved for the
periods prescribed in Rule 31 a-2 under the 0000
Xxx.
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3.12 Fund Reports by Custodian.
The Custodian shall furnish the Trust with a daily activity statement by
Fund and a summary of all transfers to or from the Custody Account on the day
following such transfers. At least monthly and from time to time, the Custodian
shall furnish the Trust with a detailed statement, by Fund, of the Securities
and moneys held for the Trust under this Agreement.
3.13 Other Reports by Custodian.
The Custodian shall provide the Trust with such reports as the Trust may
reasonably request from time to time on the internal accounting controls and
procedures for safeguarding Securities, which are employed by the Custodian or
any sub-custodian appointed pursuant to Section 3.3 or 3.4 above.
3.14 Proxies. The
Custodian, with respect to all Securities, however registered, shall cause the
proxy voting rights to be exercised by the Trust or its designee. With respect
to Securities issued outside of the United States, at the request of the Trust,
the Custodian or it’s agent will provide the Trust or it’s designee with access
of global proxy services (the cost of which will be paid by the Trust). Other
than providing access to such provider of global proxy services the Custodian or
its Agent shall have no obligation with respect to voting such
proxies.
3.15 Information on Corporate
Actions. Custodian will promptly notify the Trust of corporate actions
limited to those Securities registered in nominee name and to those Securities
held at a Depository or sub-Custodian acting as agent for Custodian. Custodian
will be responsible only if the notice of such corporate actions is published by
Xcitek, DTC, or received by first class mail from the transfer agent. For market
announcements not yet received and distributed by Custodian's services, Trust
will inform its custody representative with appropriate instructions. Custodian
will, upon receipt of Trust’s response within the required deadline, affect such
action for receipt or payment for the Trust. For those responses received after
the deadline, Custodian will affect such action for receipt or payment, subject
to the limitations of the agent(s) affecting such actions. Custodian will
promptly notify Trust for put options only if the notice is received by first
class mail from the agent. The Trust will provide or cause to be provided to
Custodian with all relevant information contained in the prospectus for any
security which has unique put/option provisions and provide Custodian with
specific tender instructions at least ten business days prior to the beginning
date of the tender period.
3.16 Securities Class Action
Services. Custodian will only provide notification of class action to
Trustee. Custodian’s reporting will be based on its actual knowledge of
Securities that the Trust has deposited with the Bank during the term of the
current Custody Agreement. Securities held by Trust elsewhere or not in the
account at the time Custodian began to provide custody services are deemed to be
outside of the actual knowledge of Custodian. Custodian will have no
responsibility to file claims on behalf of the Trust.
ARTICLE
IV
PURCHASE AND SALE OF
INVESTMENTS OF THE FUND
4.1 Purchase of
Securities. Promptly upon each purchase of Securities for a Fund, Written
Instructions shall be delivered to the Custodian, specifying (a) the name of the
issuer or writer of such Securities, and the title or other description thereof,
(b) the number of shares, principal amount (and accrued interest, if any) or
other units purchased, (c) the date of purchase and settlement, (d) the purchase
price per unit, (e) the total amount payable upon such purchase, and (f) the
name of the person to whom such amount is payable. The Custodian shall upon
receipt of such Securities purchased by a Fund pay out of the moneys held for
the account of such Fund the total amount specified in such Written Instructions
to the person named therein. The Custodian shall not be under any obligation to
pay out moneys to cover the cost of a purchase of Securities for a Fund, if in
the relevant Custody Account there is insufficient cash available to settle the
purchase of Securities in the Fund.
4.2 Liability for Payment in
Advance of Receipt of Securities Purchased. In each
and every case where payment for the purchase of Securities for a Fund is made
by the Custodian in advance of receipt for the account of the Fund of the
Securities purchased but in the absence of specific Proper Instructions to so
pay in advance, the Custodian shall be liable to the Fund for such Securities to
the same extent as if the Securities had been received by the
Custodian.
4.3 Sale of Securities.
Promptly upon each sale of Securities by a Fund, Written Instructions
shall be delivered to the Custodian, specifying (a) the name of the issuer or
writer of such Securities, and the title or other description thereof, (b) the
number of shares, principal amount (and accrued interest, if any), or other
units sold, (c) the date of sale and settlement (d) the sale price per unit, (e)
the total amount payable upon such sale, and (f) the person to whom such
Securities are to be delivered. Upon receipt of the total amount payable to the
Trust as specified in such Written Instructions, the Custodian shall deliver
such Securities to the person specified in such Written Instructions. Subject to
the foregoing, the Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in Securities.
4.4 Delivery of Securities Sold.
Notwithstanding Section 4.3 above or any other provision of this
Agreement, the Custodian, when instructed to deliver Securities against payment,
shall be entitled, if in accordance with generally accepted market practices and
procedures in the foreign or domestic jurisdiction in which the transaction
occurs, to deliver such Securities prior to actual receipt of final payment
therefore. In any such case, the Fund shall bear the risk that final payment for
such Securities may not be made or that such Securities may be returned or
otherwise held or disposed of by or through the person to whom they were
delivered, and the Custodian shall have no liability for any of the
foregoing.
4.5 Payment for Securities Sold,
etc. In its sole discretion and from time to time, the Custodian may
credit the relevant Custody Account, prior to actual receipt of final payment
thereof, with (i) proceeds from the sale of Securities which it has been
instructed to deliver against payment, (ii) proceeds from the redemption of
Securities or other assets of a Fund, and (iii) income from cash, Securities or
other assets of the Fund. Any such credit shall be conditional upon actual
receipt by Custodian of final payment and may be reversed if final payment is
not actually received in full. The Custodian may, in its sole discretion and
from time to time, permit the Trust to use funds so credited to its Custody
Account in anticipation of actual receipt of final payment. Any such funds shall
be repayable immediately upon demand made by the Custodian at any time prior to
the actual receipt of all final payments in anticipation of which funds were
credited to the Custody Account.
4.6 Advances by Custodian for
Settlement. The Custodian may, in its sole discretion and from time to
time, advance funds to the Trust or it’s designee to facilitate the settlement
of a Trust transaction on behalf of a Fund in its Custody Account. In
consideration of the services to be rendered pursuant to this agreement, Trust
shall pay Custodian in accordance with the Fee Schedule annexed hereto as
Schedule B. A compensating balance arrangement will be in place for each custody
account for the Trust. Cash balance credits will be calculated daily in the
custody account for each fund. The monthly aggregate cash balance credit will
offset the monthly aggregate overdraft balances. The net aggregate credit or
overdraft balance amount will be applied to the monthly custody fee invoice for
each Fund. No more than one months’ custody fee can be offset by any month’s net
cash balance credit.
ARTICLE
V
REDEMPTION OF TRUST
SHARES
Transfer of Funds.
From such funds as may be available for the purpose in the relevant
Custody Account, and upon receipt of Proper Instructions specifying that the
funds are required to redeem Shares of a Fund, the Custodian shall wire each
amount specified in such Proper Instructions to or through such bank as the
Trust may designate with respect to such amount in such Proper Instructions.
Upon effecting payment or distribution in accordance with proper Instruction,
the Custodian shall not be under any obligation or have any responsibility
thereafter with respect to any such paying bank.
ARTICLE
VI
SEGREGATED
ASSETS
Certain
Fund Transactions (e.g., when-issued securities, delayed delivery transactions,
and reverse repurchase agreements) require the Fund to segregate liquid assets
sufficient to cover the future liability involved in these transactions. The
Fund’s Investment Advisor will instruct the Custodian to segregate those assets
on the Custodian’s books. The Custodian need not physically segregate the
assets. The Custodian may note on its books that the selected assets are
“segregated”. The Advisor will review the value of the segregated assets and
will instruct the Custodian to place additional assets in the Segregated Asset
status if the value of the assets falls below the commitment value of the Fund.
The Custodian will provide Internet report access to authorized representatives
of the Advisor. The Advisor will review the Custodian’s report for
compliance.
ARTICLE
VII
CONCERNING THE
CUSTODIAN
7.1 Standard of Care. The
Custodian shall be held to the exercise of reasonable care in carrying out its
obligations under this Agreement, and shall be without liability to the Trust
for any loss, damage, cost, expense (including attorneys' fees and
disbursements), liability or claim unless such loss, damages, cost, expense,
liability or claim arises from negligence, bad faith, willful misconduct or a
material breach of this Agreement on its part or on the part of any
sub-custodian appointed pursuant to Section 3.3 above. The Custodian will not be
liable for special incidental or punitive damages. The Custodian shall be
entitled to rely on and may act upon advice of counsel on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to such
advice. The Custodian shall promptly notify the Trust of any action taken or
omitted by the Custodian pursuant to advice of counsel. The Custodian shall not
be under any obligation at any time to ascertain whether the Trust is in
compliance with the 1940 Act, the regulations thereunder, the provisions of the
Trust's charter documents or by-laws, or its investment objectives and policies
as then in effect.
With
respect to each Foreign Depository, Custodian shall exercise reasonable care,
prudence, and diligence (i) to provide the Fund with an analysis of the custody
risks associated with maintaining assets with the Foreign Depository, and (ii)
to monitor such custody risks on a continuing basis and 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,
information gathered from Subcustodians or through publicly available
information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks. As used herein the term “Country Risks” shall mean
with respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, (b) such country’s prevailing settlement
practices, (c) nationalization, expropriation or other governmental actions, (d)
such country’s regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions
which affect the order execution of securities transactions or affect the value
of securities.
7.2 Actual Collection Required.
The Custodian shall not be liable for, or considered to be the custodian
of, any cash belonging to the Trust or any money represented by a check, draft
or other instrument for the payment of money, until the Custodian or its agents
actually receive such cash or collect on such instrument.
7.3 No Responsibility for Title,
etc. 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 or
delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to
Collect. Custodian shall not be required to enforce collection, by legal
means or otherwise, of any money or property due and payable with respect to
Securities held for the Trust if such Securities are in default or payment is
not made after due demand or presentation.
7.5 Reliance Upon Documents and
Instructions. The Custodian shall be entitled to rely upon any
certificate, notice or other instrument in writing received by it and reasonably
believed by it to be genuine. The Custodian shall be entitled to rely upon any
Oral Instructions and/or any Written Instructions actually received by it
pursuant to this Agreement.
7.6 Express Duties Only.
The Custodian shall have no duties or obligations whatsoever except such
duties and obligations as are specifically set forth in this Agreement, and no
covenant or obligation shall be implied in this Agreement against the
Custodian.
7.7 Cooperation. The
Custodian shall cooperate with and supply necessary information, by the Trust,
to the entity or entities appointed by the Trust to keep the books of account of
the Trust and/or compute the value of the assets of the Trust. The Custodian
shall take all such reasonable actions as the Trust may from time to time
request to enable the Trust to obtain, from year to year, favorable opinions
from the Trust's independent accountants with respect to the Custodian's
activities hereunder in connection with (a) the preparation of the Trust's
report on Form N-1A and Form N-SAR and any other reports required by the
Securities and Exchange Commission, and (b) the fulfillment by the Trust of any
other requirements of the Securities and Exchange Commission.
ARTICLE
VIII
INDEMNIFICATION
8.1 Indemnification. The
Trust shall indemnify and hold harmless the Custodian and any sub-custodian
appointed pursuant to Section 3.3 or 3.4 above, and any nominee of the Custodian
or of such sub-custodian from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of 1933, the 1934 Act,
the 1940 Act, and any state or foreign securities and/or banking laws) or claim
arising directly or indirectly (a) from the fact that Securities are registered
in the name of any such nominee, or (b) from any action or inaction by the
Custodian or such sub-custodian upon Proper Instructions, or (c) generally, from
the performance of its obligations under this Agreement or any sub-custody
agreement with a sub-custodian appointed pursuant to Section 3.3 or 3.4 above
or, in the case of any such sub-custodian, from the performance of its
obligations under such custody agreement, provided that neither the Custodian
nor any such sub-custodian shall be indemnified and held harmless from and
against any such loss, damage, cost, expense, liability or claim arising from
the Custodian's or such sub-custodian's negligence, bad faith, willful
misconduct or material breach of this Agreement.
8.2 Indemnity to be Provided.
If the Trust requests the Custodian to take any action with respect to
Securities, which may, in the opinion of the Custodian, result in the Custodian
or its nominee becoming liable for the payment of money or incurring liability
of some other form, the Custodian shall not be required to take such action
until the Trust shall have provided indemnity therefore to the Custodian in an
amount and form satisfactory to the Custodian.
ARTICLE
IX
FORCE
MAJEURE
Neither
the Custodian nor the Trust shall be liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay shall use its best efforts to ameliorate the effects of any such
failure or delay. Notwithstanding the foregoing, the Custodian shall maintain
sufficient disaster recovery procedures to minimize interruptions.
ARTICLE
X
EFFECTIVE PERIOD;
TERMINATION
10.1 Effective Period.
This Agreement shall become effective as of the date first set forth
above and shall continue in full force and effect until terminated as
hereinafter provided.
10.2 Termination. Either
party hereto may terminate this Agreement by giving to the other party a notice
in writing specifying the date of such termination, which shall be not less than
ninety (90) days after the date of the giving of such notice. If a successor
custodian shall have been appointed by the Board of Trustees, the Custodian
shall, upon receipt of a notice of acceptance by the successor custodian, on
such specified date of termination (a) deliver directly to the successor
custodian all Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Trust and held by the
Custodian as custodian, and (b) transfer any Securities held in a Book-Entry
System or Securities Depository to an account of or for the benefit of the Trust
at the successor custodian, provided that the Trust shall have paid to the
Custodian all fees, expenses and other amounts to the payment or reimbursement
of which it shall then be entitled. Upon such delivery and transfer, the
Custodian shall be relieved of all obligations under this Agreement. The Trust
may at any time immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by regulatory
authorities in the State of Ohio or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
10.3 Failure to Appoint Successor
Custodian. If a successor custodian is not designated by the Trust on or
before the date of termination specified pursuant to Section 10.2 above, then
the Custodian shall have the right to deliver to a bank or trust company of its
own selection, which is (a) a "Bank" as defined in the 1940 Act, (b) has
aggregate capital, surplus and undivided profits as shown on its then most
recent published report of not less than $25 million, and (c) is doing business
in New York, New York, all Securities, cash and other property held by Custodian
under this Agreement and to transfer to an account of or for the Trust at such
bank or trust company all Securities of the Trust held in a Book-Entry System or
Securities Depository. Upon such delivery and transfer, such bank or trust
company shall be the successor custodian under this Agreement and the Custodian
shall be relieved of all obligations under this Agreement. If, after reasonable
inquiry, Custodian cannot find a successor custodian as contemplated in this
Section 10.3, then Custodian shall have the right to deliver to the Trust all
Securities and cash then owned by the Trust and to transfer any Securities held
in a Book-Entry System or Securities Depository to an account of or for the
Trust. Thereafter, the Trust shall be deemed to be its own custodian with
respect to the Trust and the Custodian shall be relieved of all obligations
under this Agreement.
ARTICLE
XI
COMPENSATION OF
CUSTODIAN
In
consideration of the services to be rendered pursuant to this Agreement,
Customer shall pay Custodian in accordance with the Fee Schedule annexed hereto
as Schedule B, which Fee Schedule may be amended by Custodian from time to time
upon thirty (30) days' prior written notice to Trust.
In
addition, Trust shall be responsible for and shall reimburse Custodian for all
costs and expenses incurred by Custodian in connection with this Agreement,
including (without limiting the generality of the foregoing)
all brokerage fees and costs and transfer taxes incurred in connection with the
purchase, sale or disposition of Property, and all income taxes or other taxes
of any kind whatsoever which may be levied or assessed under existing or future
laws upon or in respect to the Property, and all other similar expenses related
to the administration of the Accounts incurred by Custodian in the performance
of its duties hereunder (including reasonable attorney’s fees and
expenses).
Fees and
reimbursement for costs and expenses shall be paid monthly. Custodian, will
submit an itemized statement to Trust each month. In the event Custodian does
not receive such payment within sixty (60) days of the date of such statement,
Custodian is hereby authorized to debit the Cash Accounts for such fees, costs
and expenses.
ARTICLE
XII
LIMITATION OF
LIABILITY
The Trust
is a business trust organized under the laws of the State of Ohio and under a
Declaration of Trust, to which reference is hereby made a copy of which is on
file at the office of Secretary of State of Ohio as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of the
Trust entered into in the name of the Trust or on behalf thereof by any of the
Trustees, officers, employees or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, officers, employees,
agents or shareholders of the Trust or the Funds personally, but bind only the
assets of the Trust, and all persons dealing with any of the Funds of the Trust
must look solely to the assets of the Trust belonging to such Fund for the
enforcement of any claims against the Trust.
ARTICLE
XIII
NOTICES
Unless
otherwise specified herein, all demands, notices, instructions, and other
communications to be given hereunder shall be in writing and shall be sent or
delivered to the address and person set forth below:
To the
Trust:
|
|
Name:
|
Xxxx
& Xxxxx Funds Trust
|
|
|
Address:
|
0000
Xxxxxxxxx Xxxxx, Xxxxx 000
|
Xxxxxxxxxx,
XX 00000
|
|
Attn:
|
X.
Xxxx Xxxxx
|
|
|
Fax:
|
(000)
000-0000
|
To the
Custodian:
Fifth
Third Bank
Global
Securities Services Mail
Drop 1
090CD
00
Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx,
Xxxx 00000 -
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
or at
such other address as either party shall have provided to the other by notice
given in accordance with this Article XIII. Writing shall include transmission
by or through teletype, facsimile, central processing unit connection, on-line
terminal and magnetic tape.
ARTICLE
XIV
MISCELLANEOUS
14.1 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio.
14.2 References to Custodian.
The Trust shall not circulate any printed matter which contains any
reference to Custodian without the prior written approval of Custodian,
excepting printed matter contained in the prospectus or statement of additional
information or its registration statement for the Trust and such other printed
matter as merely identifies Custodian as custodian for the Trust. The Trust
shall submit printed matter requiring approval to Custodian in draft form,
allowing sufficient time for review by Custodian and its counsel prior to any
deadline for printing.
14.3 No Waiver. No failure
by either party hereto to exercise and no delay by such party in exercising, any
right hereunder shall operate as a waiver thereof. The exercise by either party
hereto of any right hereunder shall not preclude the exercise of any other
right, and the remedies provided herein are cumulative and not exclusive of any
remedies provided at law or in equity.
14.4 Amendments. This
Agreement may be amended from time to time in whole or in part. No amendment or
modification of this Agreement shall become effective until expressed by an
instrument in writing duly executed by the Custodian and the Trust.
14.5 Counterparts. This
Agreement may be executed in one or more counterparts and by the parties hereto
on separate counterparts, each of which shall be deemed an original but all of
which together shall constitute but one and the same instrument.
14.6 Severability. If any
provision of this Agreement shall be invalid, illegal or unenforceable in any
respect under any applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby.
14.7 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party hereto
without the written consent of the other party hereto.
14.8 The
headings of sections in this Agreement are for convenience of reference only and
shall not affect the meaning or construction of any provision of this
Agreement.
[SIGNATURES
ARE ON NEXT PAGE]
IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be executed and delivered in its
name and on its behalf by its representatives thereunto duly authorized, all as
of the day and year first above written.
XXXX
& XXXXX FUNDS TRUST
By: /s/ X. Xxxx
Xxxxx
Name: X. Xxxx
Xxxxx
Its: Trustee, Vice-President and
Secretary
FIFTH
THIRD BANK
By: /s/ Xxxx
Xxxxxxx
Name: Xxxx
Xxxxxxx
Its:
Vice-President
EXHIBIT
A
TO
THE CUSTODY AGREEMENT BETWEEN
XXXX
& XXXXX FUNDS TRUST
AND
FIFTH THIRD BANK
May
19, 2009
|
Name of Fund:
|
Date:
|
|
The
Xxxx & Xxxxx Fund
|
May
19, 2009
|
XXXX
& XXXXX FUNDS TRUST
By: /s/ X. Xxxx
Xxxxx
Name: X. Xxxx
Xxxxx
Its: Trustee, Vice-President and
Secretary
FIFTH
THIRD BANK
By: /s/ Xxxx
Xxxxxxx
Name: Xxxx
Xxxxxxx
Its:
Vice-President
Dated:
May 19, 2009
EXHIBIT
B
TO
THE CUSTODY AGREEMENT BETWEEN
XXXX
& XXXXX FUNDS TRUST AND FIFTH THIRD BANK
May
19, 2009
AUTHORIZED
PERSONS
Set forth
below are the names and specimen signatures of the persons authorized by the
Trust to Administer each Custody Account.
|
Name
|
Signature
|
|
|
X.
Xxxx Xxxxx
|
/s/
X. Xxxx Xxxxx
|
|
|
Xxxxxxx
X. Xxxx
|
/s/
Xxxxxxx X. Xxxx
|
|
|
Xxxxxx
X. Xxxx
|
/s/
Xxxxxx X. Xxxx
|
|
|
__________________________
|
__________________________
|
|
|
__________________________
|
__________________________
|
|
|
__________________________
|
__________________________
|
SIGNATURE
RESOLUTION
RESOLVED,
That all of the following officers of Xxxx & Xxxxx Funds Trust and any of
them, namely the Chairman, President, Vice President, Secretary and Treasurer,
are hereby authorized as signers for the conduct of business for an on behalf of
the Funds with FIFTH THIRD
BANK:
|
X.
Xxxx Xxxxx
|
CHAIRMAN
|
/s/
X. Xxxx Xxxxx
|
|
PRESIDENT
|
||
|
VICE
PRESIDENT
|
||
|
TREASURER
|
||
|
SECRETARY
|
In
addition, the following Assistant Treasurer is authorized to sign on behalf of
the Trust for the purpose of effecting securities transactions:
|
ASSISTANT
TREASURER
|
The
undersigned officers of XXXX
& XXXXX FUNDS TRUSThereby certify that the foregoing is within the
parameters
of a Resolution adopted by Trustees of the Trust in a meeting held May 19, 2009,
directing and authorizing preparation of documents and to do everything
necessary to effect the Custody Agreement
between XXXX & XXXXX FUNDS
TRUST and FIFTH THIRD
BANK.
By: X. Xxxx
Xxxxx
Its:Trustee, Vice-President and
Secretary
By: Xxxx
Xxxxxxx
Its:
Vice-President
SCHEDULE
A
FIFTH
THIRD BANK
GLOBAL
CUSTODY NETWORK
COUNTRIES
AND SUB-CUSTODIANS
FOR
XXXX
& XXXXX FUNDS TRUST
May 19,
2009
|
Country
|
Subcustodian
Name
|
|
Argentina
|
Citibank
Argentina, Buenos Aires
|
|
Australia
|
National
Australia Bank, Melbourne
|
|
Austria
|
UniCredit
Bank Austria AG
|
|
Bahrain
|
HSBC
Bank Middle East Limited, Manama
|
|
Bangladesh
|
Standard
Chartered Bank, Dhaka (Effective November 10, 2008)
|
|
Belgium
|
ING
Belgium SA/NV, Brussels
|
|
Benin
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Bermuda
|
Bank
of Bermuda Limited, Xxxxxxxx
|
|
Botswana
|
Barclays
Bank of Botswana Ltd, Gaborone
|
|
Brazil
|
Citibank
N.A., Brazilian Branch
|
|
Bulgaria
|
ING
Bank N.V., Xxxxx Xxxxxx
|
|
Burkina
Faso
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Canada
|
CIBC
Mellon Trust Company
|
|
Chile
|
Banco
de Chile
|
|
China
|
Hongkong
and Shangai Banking Corporation, Shangai
|
|
Colombia
|
Cititrust
S.A., Bogota
|
|
Costa
Rica
|
Banco
BCT S.A., San Xxxx
|
|
Croatia
|
Privredna
Banka Zagreb d.d., Zagreb
|
|
Cyprus
|
BNP
Paribas Securities Services Athens
|
|
Czech
Republic
|
ING
Bank N.V., Prague
|
|
Denmark
|
Danske
Bank, Copenhagen
|
|
Ecuador
|
Banco
de la Produccion (Produbanco)
|
|
Egypt
|
HSBC
Bank Egypt S.A.E.
|
|
Estonia
|
Hansabank
Ltd Estonia
|
|
Euromarkets
- Clearstream
|
Clearstream
Banking, Luxembourg
|
|
Euromarkets
- Euroclear
|
Euroclear
Bank
|
|
Finland
|
Skandinaviska
Enskilda Banken, Helsinki branch
|
|
France
|
BNP
Paribas Securities Services, Paris
|
|
Germany
|
BHF
Asset Servicing GmbH
|
|
Ghana
|
Barclays
Bank of Ghana Ltd, Accra
|
|
Greece
|
BNP
Paribas Securities Services, Athens
|
|
Guinea
Bissau
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Hong
Kong
|
Hongkong
and Xxxxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxx Xxxx
|
|
Xxxxxxx
|
ING
Bank (Hungary) Rt.,
Budapest
|
Schedule
A continued
|
Iceland
|
Landsbanki
Islands, Reykjavik
|
|
India
|
Deutsche
Bank AG Mumbai
|
|
Indonesia
|
Hongkong
and Shanghai Banking Corporation, Jakarta
|
|
Ireland
|
The
Bank of New York, London
|
|
Israel
|
Bank
Hapoalim B.M.
|
|
Italy
|
Intesa
Sanpaolo S.p.A.
|
|
Ivory
Coast
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Jamaica
|
FirstCarribean
International Securities Limited, Kingston
|
|
Japan
|
The
Bank of Tokyo Mitsubishi UFJ Ltd, Tokyo
|
|
Jordan
|
HSBC
Bank Middle East, Amman
|
|
Kazakhstan
|
HSBC
Bank Kazakhstan, Almaty
|
|
Kenya
|
Barclays
Bank of Kenya Ltd, Nairobi
|
|
Kuwait
|
HSBC
Bank Middle East, Kuwait
|
|
Kuwait
|
HSBC
Bank Middle East, Kuwait
|
|
Latvia
|
Hansabank
Ltda
|
|
Lebanon
|
HSBC
Bank Middle East Limited, Beirut
|
|
Lithuania
|
SEB
Bankas, Vinius
|
|
Luxembourg
|
Banque
et Caisse x'Xxxxxxx xx x'Xxxx, Xxxxxxxxxx
|
|
Xxxxxxxxxx
|
Banque
et Caisse d'Epargne de l'Etat, Luxembourg
|
|
Malaysia
|
HSBC
Bank Malaysia Berhad, Kuala Lumpur
|
|
Mali
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Malta
|
HSBC
Bank Malta plc, Valletta
|
|
Mauritius
|
Hongkong
and Shangai Banking Corporation, Ebene
|
|
Mexico
|
Banco
Nacional de Mexico (Banamex), Mexico City
|
|
Morocco
|
Citibank
Maghreb
|
|
Namibia
|
Standard
Bank Namibia Ltd, Windhoek
|
|
Netherlands
|
BNY
Mellon Asset Servicing B.V.
|
|
New
Zealand
|
National
Australia Bank New Zealand - National Nominees Ltd
|
|
Niger
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Nigeria
|
Stanbic
IBTC Bank Ltd
|
|
Norway
|
DnB
NOR Bank ASA, Oslo
|
|
Oman
|
HSBC
Bank Middle East Limited, Ruwi
|
|
Pakistan
|
Deutsche
Bank AG Karachi Branch
|
|
Palestinian
Autonomous Area
|
HSBC
Bank Middle East Limited, Ramallah
|
|
Panama
|
HSBC
Bank (Panama) S.A.
|
|
Peru
|
Citibank
N.A., Sucursal de Lima
|
|
Philippines
|
Hongkong
and Shangai Banking Corporation, Manila
|
|
Poland
|
ING
Bank Xxxxxx X.X., Katowice
|
|
Portugal
|
Banco
Comercial Português, Lisbon
|
|
Qatar
|
HSBC
Bank Middle East Limited, Doha
|
|
Romania
|
ING
Bank N.V., Bucharest Branch
|
|
Russia
|
ING
Bank (Eurasia) ZAO,
Moscow
|
Schedule
A continued
|
Saudi
Arabia
|
SABB
Securities Limited
|
|
Senegal
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Serbia
|
UniCredit
Bank Austria AG
|
|
Singapore
|
DBS
Bank Ltd., Singapore
|
|
Slovak
Republic
|
ING
Bank N.V., Bratislava
|
|
Slovenia
|
UniCredit
Banka Slovenia d.d.
|
|
South
Africa
|
Standard
Bank of South Africa, Johannesburg
|
|
South
Korea
|
Hongkong
and Shangai Banking Corporation, Seoul
|
|
Spain
|
Banco
Bilbao Vizcaya Argentaria, Madrid
|
|
Sri
Lanka
|
Hongkong
and Xxxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxxxxx
|
|
Xxx
Xxxxx
|
Hongkong
and Shangai Banking Corporation, Colombo
|
|
Swaziland
|
Standard
Bank Swaziland Ltd, Mbabane
|
|
Sweden
|
Skandinaviska
Enskilda Banken, Stockholm
|
|
Switzerland
|
Crédit
Suisse, Zurich
|
|
Taiwan
|
Standard
Chartered Bank (Taiwan) Limited
|
|
Thailand
|
Bangkok
Bank Ltd, Bangkok
|
|
Thailand
|
Hongkong
and Shangai Banking Corporation, Bangkok
|
|
Togo
|
Société
Générale de Banques en Côte d'Ivoire, Abidjan
|
|
Trinidad
& Tobago
|
Republic
Bank Ltd
|
|
Tunisia
|
Banque
Internationale Arabe de Tunisie, Xxxxx
|
|
Xxxxxx
|
Xxxxxxxx
Xxxx, Xxxxxxxx
|
|
Xxxxxxx
|
ING
Bank Ukraine, Kiev
|
|
United
Arab Emirates
|
HSBC
Bank Middle East Limited, Dubai
|
|
United
Kingdom
|
The
Bank of New York, London
|
|
Uruguay
|
Banco
Itaù Uruguay S.A.
|
|
Venezuela
|
Citibank
N.A., Sucursal Venezuela
|
|
Vietnam
|
Hongkong
and Shangai Banking Corporation, Vietnam
|
|
Zambia
|
Barclays
Bank Zambia Plc
|
|
Zimbabwe
|
Barclays
Bank of Zimbabwe Ltd
|
