MASTER GLOBAL CUSTODY AGREEMENT BETWEEN THE CUSTOMER AND JPMORGAN CHASE BANK, N.A. WORLDWIDE SECURITIES SERVICES jpmorgan.com Master Global Custody Agreement - JPMCB New York - December 2006
EX-99.23(g)(28)
BETWEEN
THE CUSTOMER
AND
JPMORGAN CHASE BANK, N.A.
WORLDWIDE SECURITIES
SERVICES
xxxxxxxx.xxx
Master Global Custody Agreement - JPMCB New York - December 2006
TABLE
OF CONTENTS
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1.
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INTENTION
OF THE PARTIES; DEFINITIONS
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1.1
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Intention
of the Parties
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1.2
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Definitions
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2.
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WHAT
THE BANK IS REQUIRED TO DO
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2.1
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Set
Up Accounts
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2.2
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Cash
Account
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2.3
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Segregation
of Assets; Nominee Name
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2.4
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Settlement
of Transactions
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2.5
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Contractual
Settlement Date Accounting
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2.6
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Actual
Settlement Date Accounting
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2.7
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Income
Collection (AutoCreditâ)
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2.8
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Miscellaneous
Administrative Duties
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2.9
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Corporate
Actions
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2.10
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Class
Action Litigation
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2.11
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Proxies
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2.12
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Statements
of Account
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2.13
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Access
to Bank's Records
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2.14
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Maintenance
of Financial Assets at Subcustodian Locations
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2.15
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Tax
Relief Services
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2.16
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Foreign
Exchange Transactions
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2.17
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Notifications
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3.
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INSTRUCTIONS
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3.1
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Acting
on Instructions; Method of Instruction and Unclear
Instructions
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3.2
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Verification
and Security Procedures
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3.3
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Instructions;
Contrary to Law/Market Practice
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3.4
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Cut-Off
Times
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3.5
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Electronic
Access
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4.
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FEES,
EXPENSES AND OTHER AMOUNTS OWING TO THE BANK
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4.1
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Fees
and Expenses
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4.2
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Overdrafts
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5.
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SUBCUSTODIANS,
SECURITIES DEPOSITORIES, AND OTHER AGENTS
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5.1
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Appointment
of Subcustodians; Use of Securities Depositories
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5.2
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Liability
for Subcustodians
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6.
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ADDITIONAL
PROVISIONS RELATING TO CUSTOMER
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6.1
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Representations
of Customer and Bank
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7.
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WHEN
BANK IS LIABLE TO CUSTOMER
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7.1
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Standard
of Care; Liability
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7.2
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Force
Majeure
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7.3
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Bank May
Consult With Counsel
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7.4
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Bank
Provides Diverse Financial Services and May Generate Profits as a
Result
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7.5
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Assets
Held Outside Bank’s Control
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7.6
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Ancillary
services
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8.
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TAXATION
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8.1
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Tax
Obligations
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8.2
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Tax
Relief Services
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9.
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TERMINATION
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9.1
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Termination
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9.2
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Exit
Procedure
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10.
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MISCELLANEOUS
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10.1
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Notifications
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10.2
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Successors
and Assigns
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10.3
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Interpretation
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10.4
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Entire
Agreement
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10.5
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Information
Concerning Deposits at Bank’s London Branch
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10.6
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Insurance
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10.7
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Security
Holding Disclosure
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10.8
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USA
PATRIOT Act Disclosure
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10.9
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Governing
Law and Jurisdiction
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10.10
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Severability;
Waiver; and Survival
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10.11
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Confidentiality
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10.12
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Counterparts
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10.13
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No
Third Party Beneficiaries
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SCHEDULE
1 List of Subcustodians and Markets Used by the
Bank
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SCHEDULE
2 Persons Authorized To Give Instructions
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SCHEDULE
3 Authorized Fund Managers/Advisers
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SCHEDULE
4 Form of Board Resolution
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SCHEDULE
5 Electronic Access
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SCHEDULE
6 Transfer Accounts
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SCHEDULE
7 Fee Schedule
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This
Agreement, dated August 12, 2009, is between JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION ("Bank"), with a place of business at 000 Xxxx Xxxxxx, Xxx
Xxxx, XX 00000; and each entity listed on Schedule A hereto that signs this
Agreement or a separate addendum in the form attached to this Agreement on
behalf of each of the series listed under its name on Schedule A, severally and
not jointly (each such series a separate and distinct
"Customer"). This Agreement, when executed by each Customer, shall
constitute separate terms and conditions between Bank and each
Customer.
1. INTENTION OF THE PARTIES;
DEFINITIONS
1.1 Intention
of the Parties
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(a)
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This
Agreement sets out the terms on which Bank will be providing custodial,
settlement and other associated services to the Customer. Bank
will be responsible for the performance of only those duties set forth in
this Agreement.
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(b)
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Investing
in Financial Assets and cash in foreign jurisdictions may involve risks of
loss or other special features. The Customer acknowledges that
Bank is not providing any legal, tax or investment advice in providing the
services under this Agreement and will not be liable for any losses
resulting from Country Risk.
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1.2 Definitions
As used herein, the following terms
have the meaning hereinafter stated.
“Account” has the meaning set
forth in Section 2.1 of this Agreement.
“Affiliate” as used herein and
relating respectively to Bank and to Customer, means an entity controlling,
controlled by, or under common control with, Bank or Customer.
“Affiliated Subcustodian”
means a Subcustodian that is an Affiliate.
“Applicable Law” means any
applicable statute, treaty, rule, regulation or common law and any applicable
decree, injunction, judgement, order, formal interpretation or ruling issued by
a court or governmental entity.
"Authorized Person" means any
person who has been designated by written notice from the Customer in the form
of Schedules 2 or 3 as the case may be (or by written notice in the form of
Appendix A from any agent designated by the Customer, including, without
limitation, an investment manager) to act on behalf of the Customer under this
Agreement. Such persons will continue to be Authorized Persons until
such time as Bank receives and has had reasonable time to act upon Instructions
from the Customer (or its agent) that any such person is no longer an Authorized
Person.
“Bank Indemnitees” means Bank,
its Subcustodians, and their respective nominees, directors, officers, employees
and agents.
“Bank’s London Branch” means
the London branch office of JPMorgan Chase Bank, N.A.
“Business
Day”
means a day on which the
Bank is generally open for business.
“Cash Account” has the meaning
set forth in Section 2.1(a)(ii).
“Confidential Information”
means and includes all non public information concerning the Customer or the
Accounts which the Bank receives in the course of providing services under this
Agreement. Nevertheless, the term Confidential Information shall not
include information which is or becomes available to the general public by means
other than the Bank’s breach of the terms of this Agreement or information which
the Bank obtains on a non confidential basis from a person who is not known to
be subject to any obligation of confidence to any person with respect to that
information.
“Corporate Action” means any
subscription right, bonus issue, stock repurchase plan, redemption, exchange,
tender offer, or similar matter with respect to a Financial Asset in the
Securities Account that require discretionary action by the beneficial owner of
the security, but does not include rights with respect to class action
litigation or proxy voting.
“Country Risk” means the risk
of investing or holding assets in a particular country or market, including, but
not limited to, risks arising from nationalization, expropriation or other
governmental actions; the country’s financial infrastructure, including
prevailing custody, tax and settlement practices; laws applicable to the
safekeeping and recovery of Financial Assets and cash held in custody; the
regulation of the banking and securities industries, including changes in market
rules; currency restrictions, devaluations or fluctuations; and market
conditions affecting the orderly execution of securities transactions or the
value of assets.
“Entitlement Holder” means the
person named on the records of a Securities Intermediary as the person having a
Securities Entitlement against the Securities Intermediary.
“Financial Asset” means a
Security and refers, as the context requires, either to the asset itself or to
the means by which a person’s claim to it is evidenced, including a Security, a
security certificate, or a Securities Entitlement. “Financial
Asset” does not include cash.
"Instructions" means an
instruction that has been verified in accordance with a Security Procedure or,
if no Security Procedure is applicable, which Bank believes in good faith to
have been given by an Authorised Person in the manner specified next to their
name in the relevant Schedule.
“Liabilities” means any
liabilities, losses, claims, costs, damages, penalties, fines, obligations, or
expenses of any kind whatsoever (including, without limitation, reasonable
attorneys’, accountants’, consultants’ or experts’ fees and
disbursements).
“Securities” means shares,
stocks, debentures, bonds, notes or other like obligations, whether issued in
certificated or uncertificated form, and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase or subscribe for the
same that are commonly traded or dealt in on securities exchanges or financial
markets or other obligations of an issuer, or shares, participations and
interests in an issuer recognised in the country in which it is issued or dealt
in as a medium for investment and any other property as may be acceptable to
Bank for the Securities Account.
“Securities Account” means
each Securities custody account on Bank’s records to which Financial Assets are
or may be credited under this Agreement.
“Securities Depository” means
any securities depository, dematerialized book entry system or similar
system.
“Securities Entitlement” means
the rights and property interests of an Entitlement Holder with respect to a
Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial
Code of the State of New York, as the same may be amended from time to
time.
“Securities Intermediary”
means Bank, a Subcustodian, a Securities Depository, and any other financial
institution which in the ordinary course of business maintains Securities
custody accounts for others and acts in that capacity.
“Security Procedure” has the
meaning set forth in Section 3.2(a).
“Subcustodian” means any of
the subcustodians appointed by Bank from time to time to hold Securities and act
on its behalf in different jurisdictions (and being at the date of this
Agreement the entities listed in Schedule 1) and includes any Affiliated
Subcustodian.
“Transfer Agent” means Xxxxxxx
National Asset Management, LLC or any successor transfer agent appointed by the
Customer.
“Transfer Accounts” means the
clearing accounts listed on Schedule [___], used by the Transfer
Agent to process certain transactions for the Customer, including, but not
limited to, purchases and redemptions for the Customer, so that monies
transferring into and out of such clearing accounts can be made as a single net
payment or receipt by the Bank.
“Transfer Account Liabilities”
means with respect to any Customer that portion of any overdraft, obligation, or
other amount owing to the Bank arising under any of the Transfer Accounts that
are directly attributable to transactions relating to that Customer, including,
but not limited to, purchases and redemptions of shares of the
Customer.
“Virus” means: (i) program
code or programming instruction or set of instructions intentionally designed to
disrupt, disable, harm, interfere with or otherwise adversely affect computer
programs, data files or operations; or (ii) other code typically described
as a virus or by similar terms, including Trojan horse, worm or
backdoor.
All terms
in the singular will have the same meaning in the plural unless the context
otherwise provides and visa versa.
2. WHAT THE BANK IS REQUIRED TO
DO
2.1 Set
Up Accounts
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(a)
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Bank
will establish and maintain the following accounts
("Accounts"):
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(i)
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one
or more Securities Accounts in the name of Customer (or in another name
requested by the Customer that is acceptable to Bank) for Financial
Assets, which may be held by Bank or its Subcustodian or a Securities
Depository for Bank on behalf of the Customer, including as an Entitlement
Holder; and
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(ii)
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one
or more accounts in the name of Customer (or in another name requested by
the Customer that is acceptable to Bank) ("Cash Account") for any and all
cash in any currency received by or on behalf of Bank for the account of
Customer.
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Notwithstanding
paragraph (ii), cash held in respect of those markets where Customer is required
to have a cash account in its own name held directly with the relevant
Subcustodian or Securities Depository will be held in that manner and will not
be part of the Cash Account.
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(b)
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At
the request of Customer, additional Accounts may be opened in the future,
which will be subject to the terms of this
Agreement.
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(c)
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Bank’s
obligation to open Accounts pursuant to Section 2.1(a) is conditional upon
Bank receiving such of the following documents as Bank may
require:
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(i)
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a
certified copy of the Customer's constitutional documents as currently in
force;
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(ii)
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a
certified copy of a resolution of the Customer's board of directors or
equivalent governing body, substantially in the form set out in Schedule
4;
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(iii)
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Bank’s
standard form fund manager mandate (in the form set out in Appendix A),
completed by any persons designated in Schedule 3;
and
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(iv)
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in
the case of any Account opened in a name not that of the Customer,
documentation with respect to that name similar to that set forth in
sub-sections (i) – (iii).
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2.2 Cash
Account
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(a)
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Any
amount standing to the credit of the Cash Account is a debt due from Bank
to Customer as banker. Except as otherwise provided in
Instructions acceptable to Bank, all cash held in the Cash Account will be
deposited during the period it is credited to the Accounts in one or more
deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited
with Bank’s London Branch will be payable exclusively by Bank’s London
Branch in the applicable currency, subject to compliance with Applicable
Law, including, without limitation, any restrictions on transactions in
the applicable currency imposed by the country of the applicable
currency.
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(b)
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Any
amounts credited by Bank to the Cash Account on the basis of a notice or
an interim credit from a third party, may be reversed if Bank does not
receive final payment in a timely manner. Bank will notify the Customer
promptly of any such reversal.
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2.3 Segregation
of Assets; Nominee Name
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(a)
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Bank
will identify in its books that Financial Assets credited to Customer’s
Securities Account belong to Customer (except as otherwise may be agreed
by Bank and Customer).
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(b)
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To
the extent permitted by Applicable Law or market practice, Bank will
require each Subcustodian to identify in its own books that Financial
Assets held at such Subcustodian by Bank on behalf of its customers belong
to customers of Bank, such that it is readily apparent that the Financial
Assets do not belong to Bank or the
Subcustodian.
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(c)
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Bank
is authorized, in its discretion,
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(i)
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to
hold in bearer form, such Financial Assets as are customarily held in
bearer form or are delivered to Bank or its Subcustodian in bearer
form;
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(ii)
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to
hold Securities in or deposit Securities with any Securities
Depository;
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(iii)
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to
hold Securities in omnibus accounts on a fungible basis and to accept
delivery of Securities of the same class and denomination as those
deposited with Bank or its Subcustodian;
and
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(iv)
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to
register in the name of Customer, Bank, a Subcustodian, a Securities
Depository, or their respective nominees, such Financial Assets as are
customarily held in registered
form.
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2.4 Settlement
of Transactions
Subject
to Article 3 and Section 4.2 of this Agreement, Bank will act in accordance with
Instructions with respect to settlement of transactions. Settlement
will be conducted in accordance with prevailing standards of the market in which
the transaction occurs provided that such standards are generally accepted by
Institutional Clients. For the avoidance of doubt, such standards shall include
practices regarding delivery against receipt or delivery in advance of receipt
that may be prevailing in the applicable market for the type of transaction
being settled. Without limiting the generality of the foregoing,
unless otherwise directed by Customer, the risk of loss will be Bank’s if it
makes delivery before receipt in a market where delivery versus receipt is the
prevailing market standard and is generally accepted by Institutional Clients,
and the risk of loss will be Customer’s whenever Bank makes delivery when
directed by Customer or in accordance with the prevailing market standard
generally accepted by Institutional Clients. In the case of the
failure of Customer’s counterparty (or other appropriate party) to deliver the
expected consideration as agreed, Bank will contact the counterparty to seek
settlement and will promptly notify the Customer of such failure.
For
purposes of this Section 2.4, “Institutional Clients” means U.S. registered
investment companies, U.S.-based commercial banks, insurance companies, pension
funds or substantially similar financial institutions.
2.5 Contractual
Settlement Date Accounting
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(a)
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Bank
will effect book entries on a contractual settlement date accounting basis
as described below with respect to the settlement of transactions in those
markets where Bank generally offers contractual settlement date
accounting.
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(i)
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Sales:
On the settlement date for a sale, Bank will credit the Cash Account with
the proceeds of the sale and transfer the relevant Financial Assets to an
account at Bank pending settlement of the transaction where not already
delivered.
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(ii)
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Purchases:
On the settlement date for the purchase (or earlier, if market practice
requires delivery of the purchase price before the settlement date), Bank
will debit the Cash Account for the settlement amount and credit a
separate account at Bank. Bank then will post the Securities Account as
awaiting receipt of the expected Financial Assets. Customer will not be
entitled to the delivery of Financial Assets that are awaiting receipt
until Bank or a Subcustodian actually receives
them.
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Upon
request, Bank shall provide the Customer with a list of those markets for which
it provides contractual settlement date accounting. Bank may add
markets to or remove markets from this list upon notice to the Customer that is
reasonable in the circumstances.
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(b)
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Bank
may reverse any debit or credit made pursuant to Section 2.5(a) prior to a
transaction's actual settlement upon notice to the Customer in cases where
Bank reasonably believes that the transaction will not settle in the
ordinary course within a reasonable time. The Customer will be
responsible for any reasonable costs or liabilities resulting from such
reversal. The Customer acknowledges that the procedures
described in Section 2.5 are of an administrative nature, and Bank does
not undertake to make loans and/or Financial Assets available to
Customer.
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2.6 Actual
Settlement Date Accounting
With
respect to settlement of a transaction that is not posted to the Account on the
contractual settlement date as referred to in Section 2.5, Bank will post the
transaction on the date on which the cash or Financial Assets received as
consideration for the transaction is actually received and cleared by
Bank.
2.7 Income
Collection (AutoCreditâ)
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(a)
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Bank
will monitor information publicly available in the applicable market about
forthcoming income payments on the Financial Assets, and will promptly
notify the Customer of such
information.
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(b)
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Bank
will credit the Cash Account with income proceeds on Financial Assets on
the anticipated payment date, net of any taxes that are withheld by Bank
or any third party (“AutoCredit”) in those markets where Bank customarily
provides an AutoCredit service. Upon request, Bank shall
provide the Customer with a list of AutoCredit eligible
markets. Bank may add markets to or remove markets from
the list of AutoCredit markets upon notice to the Customer that is
reasonable in the circumstances. Bank may reverse AutoCredit
credits upon oral or written notification to the Customer if Bank believes
that the corresponding payment will not be received by Bank within a
reasonable period or the credit was
incorrect.
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(c)
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In
markets where Bank does not provide an AutoCredit service, income on
Financial Assets (net of any taxes withheld by Bank or any third party)
will be credited only after actual receipt and
reconciliation.
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(d)
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Bank
will use reasonable efforts to contact appropriate parties to collect
unpaid interest, dividends or redemption proceeds and promptly notify the
Customer of the late payment. Upon request Bank will provide
Customer’s investment manager with documentation related to any such
claim.
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2.8 Miscellaneous
Administrative Duties
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(a)
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Until
Bank receives Instructions to the contrary, Bank
will:
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(i)
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present
all Financial Assets for which Bank has received notice of a call for
redemption or that have otherwise matured, and all income and interest
coupons and other income items that call for payment upon
presentation;
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(ii)
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execute
in the name of Customer such certificates as may be required to obtain
payment in respect of Financial Assets;
and
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(iii)
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exchange
interim or temporary documents of title held in the Securities Account for
definitive documents of title.
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(b)
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In
the event that, as a result of holding of Financial Assets in an omnibus
account, Customer receives fractional interests in Financial Assets
arising out of a
Corporate Action or class action litigation,
Bank will credit Customer with the amount of cash it would have received
had the Financial Assets not been held in an omnibus account, and Customer
shall relinquish to Bank its interest in such fractional
interests.
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(c)
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If
some, but not all, of an outstanding class of Financial Assets is called
for redemption, Bank may allot the amount redeemed among the respective
beneficial holders of such a
class of Financial Assets on a pro rata basis or in a similar manner Bank
reasonably deems fair and equitable consistent with applicable
law.
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2.9 Corporate
Actions
|
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(a)
|
Bank
will act in accordance with local market practice to obtain information
concerning Corporate Actions that is publicly available in the local
market. Bank also will review information obtained from sources
to which it subscribes for information concerning such Corporate
Actions. Bank will promptly provide that information (or
summaries that accurately reflect the material points concerning the
applicable Corporate Action) to Customer or its Authorized
Person.
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(b)
|
Bank
will act in accordance with the Customer’s Instructions in relation to
such Corporate Actions. If the Customer fails to provide Bank
with timely Instructions with respect to any Corporate Action, neither
Bank nor its Subcustodians or their respective nominees will take any
action in relation to that Corporate Action, except as otherwise agreed in
writing by Bank and the Customer or as may be set forth by Bank as a
default action in the notification it provides under Section 2.9(a) with
respect to that Corporate Action.
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2.10 Class
Action Litigation
Any
notices received by Bank’s corporate actions department about settled securities
class action litigation that requires action by affected owners of the
underlying Financial Assets will be promptly notified to Customer if Bank, using
reasonable care and diligence in the circumstances, identifies that Customer was
a shareholder and held the relevant Financial Assets in custody with Bank at the
relevant time. Bank’s responsibility with respect to enrolling
Customer in an identified securities class action will be governed by a separate
Class Action Agreement with Bank.
2.11 Proxies
|
|
(a)
|
Bank
will monitor information distributed to holders of Financial Assets about
upcoming shareholder meetings, promptly notify the Customer (or Customer’s
designated proxy voting agent or sub-advisers) of such information,
provide U.S. proxy materials to the Customer’s designated proxy voting
agent or sub-advisers, and, subject to Section 2.11(c), act in accordance
with the Customer’s Instructions in relation to such meetings ("the Proxy
Voting Service").
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(b)
|
The
Proxy Voting Service is available only in certain markets, details of
which are available from Bank on request. Provision of the
Proxy Voting Service is conditional upon receipt by Bank of a duly
completed enrolment form as well as additional documentation that may be
required for certain markets.
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(c)
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The
Proxy Voting Service does not include physical attendance at shareholder
meetings. Requests for physical attendance at shareholder meetings can be
made but they will be evaluated and agreed to by Bank on a case by case
basis.
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(d)
|
Customer
acknowledges that the provision of the Proxy Voting Service may be
precluded or restricted under a variety of circumstances. These
circumstances include, but are not limited
to:
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(i)
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the
Financial Assets being on loan or out for
registration;
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(ii)
|
the
pendency of conversion or another corporate
action;
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(iii)
|
the
Financial Assets being held in a margin or collateral account at Bank or
another bank or broker, or otherwise in a manner which affects
voting;
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(iv)
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local
market regulations or practices, or restrictions by the issuer;
and
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(v)
|
Bank
being required to vote all shares held for a particular issue for all of
Bank’s customers on a net basis (i.e. a net yes or no vote based on voting
instructions received from all its customers). Where this is the case,
Bank will inform Customer by means of the
Notification.
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(e)
|
Notwithstanding
the fact that Bank may act in a fiduciary capacity with respect to
Customer under other agreements, in performing Proxy Voting Service, Bank
will be acting solely as the agent of Customer, and will not exercise any
discretion, with regard to such Proxy Voting Service or vote any proxy
except when directed by an Authorized
Person.
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2.12 Statements
of Account
|
|
(a)
|
Bank
will provide Customer with a statement of account for each Account,
identifying cash and Financial Assets held in the Account and any
transfers to and from the Account. If agreed by the parties, statements of
account will be accessed by the Customer on-line. Otherwise, statements
will be sent to Customer at times to be mutually agreed by the
parties. Customer will review its statement of account and give
Bank written notice of any suspected error or omission within a reasonable
time of the date of the relevant suspected error or
omission.
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(b)
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Customer
acknowledges that information available to it on-line with respect to
intraday transactions posted after the close of the prior business
day may not be accurate due to mis-postings, delays in updating
Account records, and other causes. Bank will not be liable for
any loss or damage arising out of the inaccuracy of any such information
accessed on-line. For the avoidance of doubt, Customer may rely
on the accuracy of any intraday report to the extent that such report (i)
explicitly states it is a final report or (ii) contains historical data
that has been posted prior to the current business
day.
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2.13 Access
to Bank's Records
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(a)
|
Bank
will allow Customer's auditors and independent public accountants, or
other designated representatives of Customer, such reasonable access to
the records of Bank relating to Financial Assets as is required in
connection with their examination of books and records pertaining to
Customer's affairs. Subject to restrictions under the relevant
local law, Bank also will obtain an undertaking to permit Customer’s
auditors and independent public accountants, reasonable access to the
records of any Subcustodian of Financial Assets held in the Securities
Account as may be required in connection with such
examination.
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(b)
|
Bank
will, upon reasonable written notice, allow Customer reasonable access
during normal working hours to the records of Bank relating to the
Accounts. Bank may impose reasonable restrictions on the number
of individuals allowed access, the frequency and length of such access,
and the scope of the records made available. The Customer shall
reimburse Bank for the cost of copying, collating and researching archived
information at Bank’s regular hourly
rate.
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|
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(c)
|
The
Bank shall keep records relating to the Securities Account and Cash
Account and shall maintain such records in accordance with the Bank’s
record retention policy (details of which shall be provided to the
Customer upon request).
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2.14 Maintenance
of Financial Assets at Subcustodian Locations
Unless
Instructions require another location acceptable to Bank, Financial Assets will
be held in the country or jurisdiction in which their principal trading market
is located, where such Financial Assets may be presented for payment, where such
Financial Assets were acquired, or where such Financial Assets are
held. Bank reserves the right to refuse to accept delivery of
Financial Assets or cash in countries and jurisdictions other than those
referred to in Schedule 1 to this Agreement, as in effect from time to
time.
2.15 Tax
Relief Services
Bank will provide tax relief services
as provided in Section 8.2.
2.16 Foreign
Exchange Transactions
To
facilitate the administration of Customer's trading and investment activity,
Bank may, but will not be obliged to, enter into spot or forward foreign
exchange contracts with Customer, or an Authorized Person, and may also provide
foreign exchange contracts and facilities through its Affiliates or
Subcustodians. Instructions, including standing Instructions, may be
issued with respect to such contracts, but Bank may establish rules or
limitations concerning any foreign exchange facility made
available. In all cases where Bank, its Affiliates or Subcustodians
enter into a master foreign exchange contract that covers foreign exchange
transactions for the Accounts, the terms and conditions of that foreign exchange
contract and, to the extent not inconsistent, this Agreement, will apply to such
transactions.
2.17 Notifications
If
Customer has agreed to access information concerning the Accounts through Bank’s
website, Bank may make any notifications required under this Agreement by
posting it on the website.
2.18 Supervision
Except as
provided under Section 7.6 of this Agreement, Bank shall supervise the
performance by its employees or agents of services provided under this
Agreement. Bank shall provide appropriate training for its
employees.
3. INSTRUCTIONS
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3.1
|
Acting
on Instructions; Method of Instruction and Unclear
Instructions
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|
|
(a)
|
Customer
authorizes Bank to accept and act upon any Instructions received by it
without inquiry. The Customer will indemnify Bank Indemnitees
against, and hold each of them harmless from, any Liabilities that may be
imposed on, incurred by, or asserted against Bank Indemnitees as a result
of any action or omission taken in accordance with any
Instruction.
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|
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(b)
|
Customer
will where reasonably practicable use automated and electronic methods of
sending Instructions.
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|
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(c)
|
Bank
shall promptly notify an Authorized Person if Bank determines that an
Instruction does not contain all information reasonably necessary for Bank
to carry out the Instruction. Bank will not be liable for any loss arising
from any reasonable delay in carrying out any such Instruction pending
receipt of such missing information, clarification or
confirmation.
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|
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3.2
|
Verification
and Security Procedures
|
|
|
(a)
|
Bank
and Customer shall from time to time agree upon security procedures to be
followed by Customer upon the issuance of an instruction and/or by Bank
upon the receipt of an instruction, so as to enable Bank to verify that
such instruction is authorized (“Security Procedures”). A Security
Procedure may, without limitation, involve the use of algorithms, codes,
passwords, encryption and telephone call backs. The Customer acknowledges
that Security Procedures are designed to verify the authenticity of, and
not detect errors in, instructions. For the avoidance of doubt, the
parties agree that a SWIFT message issued in the name of the Customer
through any third party utility agreed upon by the parties as being a
method for providing Instructions and authenticated in accordance with
that utility’s customary procedures, shall be deemed to be an authorised
Instruction.
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|
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(b)
|
Bank
and Customer shall ensure that any codes, passwords or similar devices are
reasonably safeguarded.
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|
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(c)
|
Either
party may record any of their telephone communications, provided such
communications relate to operations and Instruction
management.
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3.3
|
Instructions;
Contrary to Law/Market Practice
|
Bank need
not act upon Instructions which it reasonably believes to be contrary to law,
regulation or market practice, but Bank will be under no duty to investigate
whether any Instructions comply with Applicable Law or market
practice.
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|
3.4
|
Cut-Off
Times
|
Bank has
established cut-off times for receipt of Instructions, which will be made
available to Customer. If Bank receives an Instruction after its
established cut-off time, Bank will attempt to act upon the Instruction on the
day requested if Bank deems it practicable to do so or otherwise as soon as
practicable after that day.
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3.5
|
Electronic
Access
|
Access by
Customer to certain applications or products of Bank via Bank’s web site or
otherwise shall be governed by this Agreement and the terms and conditions set
forth in Schedule 5.
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4.
|
FEES, EXPENSES AND OTHER AMOUNTS
OWING TO BANK
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|
|
4.1
|
Fees
and Expenses
|
Customer
will pay Bank for its services under this Agreement such fees as may be agreed
upon in writing from time to time, together with Bank's reasonable out-of-pocket
or incidental expenses, including, but not limited to, legal fees and tax or
related fees incidental to processing charged directly or indirectly by
governmental authorities, issuers, or their agents. The Bank will invoice the
Customer for amounts owing to it and such amounts will be payable within thirty
(30) days of the invoice. The Bank will be entitled to deduct amounts
owing to it from the Cash Account if the Customer has not objected to the
invoice within thirty (30) days of the date of the invoice (or such other period
as the parties may agree in writing). If the Customer disputes an
invoice it shall nevertheless pay, or allow the Bank to deduct, such portion of
the invoice that is not subject to a bona fide dispute. Without
prejudice to Bank’s other rights, the Bank reserves the right to charge interest
on overdue amounts from the due date until actual payment at such rate as the
Bank may reasonably determine.
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|
4.2
|
Overdrafts
|
If a
debit to any currency in the Cash Account results in a debit balance, then Bank
may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or
refuse to settle in whole or in part the transaction causing such debit balance,
or (iii) if any such transaction is posted to the Securities Account, reverse
any such posting. If Bank elects to make such an advance, the advance
will be deemed a loan to Customer, payable on demand, bearing interest at a rate
of, Fed Funds plus 150 BPS or such other rate that has been communicated with
Customer for such overdrafts, from the date of such advance to the date of
payment (both after as well as before judgement). No prior action or
course of dealing on Bank’s part with respect to the settlement of transactions
on Customer’s behalf will be asserted by Customer against Bank for Bank’s
refusal to make advances to the Cash Account or to settle any transaction for
which Customer does not have sufficient available funds in the applicable
currency in the Account. The Customer will be promptly notified via
electronic notice of an overdraft balance in the Cash Account.
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4.3
|
Bank’s
Right Over Securities; Set-off
|
|
|
(a)
|
Without
prejudice to Bank’s rights under Applicable Law, until satisfaction of all
undisputed Liabilities (other than unpaid fees to Bank for its services
under this Agreement) outstanding from time to time (whether actual or
contingent) of Customer under or in connection with this Agreement, Bank
shall have, and Customer shall grant to Bank a security interest in and a
lien on the Financial Assets held in the Securities Account and Bank shall
be entitled without notice to Customer, to withhold delivery of such
Financial Assets, sell or otherwise realize any of such Financial Assets
and to apply the proceeds and any other monies credited to the Cash
Account in satisfaction of such
undisputed Liabilities. For this purpose, Bank may
make such currency conversions as may be necessary at its then current
rates for the sale and purchase of relevant
currencies.
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|
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(b)
|
Without
prejudice to Bank’s rights under Applicable Law, Bank may set off against
any amount owing by Customer under this Agreement any amount in any
currency standing to the credit of any of Customer’s accounts (whether
deposit or otherwise) with any Bank branch or office or with any Affiliate
of Bank. For this purpose, Bank shall be entitled to accelerate
the maturity of any fixed term deposits and to effect such currency
conversions as may be necessary at its current rates for the sale and
purchase of the relevant
currencies.
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|
|
(c)
|
Customer
grants to the Bank a security interest in and a lien on the Financial
Assets held in any given Customer’s Securities Account and the cash held
in that Customer’s Cash Account to secure the portion of Transfer Account
Liabilities with respect to the Customer, and the Bank shall be entitled
without prior notice to the Customer (provided that Bank agrees to provide
notice to Customer within a commercially reasonable time after any such
action is taken), to withhold delivery of such Financial Assets, sell or
otherwise realize any of such Financial Assets and to apply the proceeds
and any other monies credited to the Cash Account in satisfaction of such
Transfer Account Liabilities, provided that Bank hereby agrees, that when
commercially reasonable, it shall apply monies credited to the Cash
Account in satisfaction of such Transfer Account Liabilities before
selling or otherwise realizing any of such Financial Assets in the
Securities Account, and provided further, that Customer agrees that Bank
may so apply monies credited to the Cash
Account. For the purpose of effecting the foregoing
rights, the Bank shall be entitled to accelerate the maturity of any fixed
term deposits and to effect such currency conversions as may be necessary
at its current rates for the sale and purchase of the relevant
currencies.
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|
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(d)
|
The
Customer will be solely responsible for ensuring that the Transfer Agent
maintains sufficient records and internal controls to monitor and
reconcile daily activity with respect to amounts and transactions in the
Transfer Accounts that are attributable to each Customer. In particular,
the Customer will ensure that the Transfer Agent provides to the Bank, on
a daily basis: (1) information as to the amount of cash attributable to
each Customer in the Transfer Accounts, (2) information regarding the
transactions of each Customer that are processed through the Transfer
Accounts, and (3) records to identify and support any Transfer Account
Liabilities incurred or created in connection with the transactions
processed through the Transfer Accounts that are attributable to each
Customer. The Customer will be responsible for any Transfer
Account Liabilities resulting from a failure of the Transfer Agent to
provide accurate and timely information to the Bank regarding the Transfer
Accounts.
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|
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5.
|
SUBCUSTODIANS, SECURITIES
DEPOSITORIES, AND OTHER
AGENTS
|
|
|
5.1
|
Appointment
of Subcustodians; Use of Securities
Depositories
|
|
|
(a)
|
Bank
is authorized under this Agreement to act through and hold Customer's
Financial Assets with Subcustodians. Bank will use reasonable
care in the selection, monitoring and continued appointment of such
Subcustodians. In addition, Bank and each Subcustodian may
deposit Securities with, and hold Securities in any Securities Depository
on such terms as such Securities Depository customarily operates and
Customer will provide Bank with such documentation or acknowledgements
that Bank may require to hold the Financial Assets in such Securities
Depository.
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|
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(b)
|
Any
agreement Bank enters into with a Subcustodian for holding Bank’s
customers' assets will provide that such assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of
such Subcustodian or its creditors except a claim for payment for their
safe custody or administration, 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 law, and that the beneficial
ownership thereof will be freely transferable without the payment of money
or value other than for safe custody or administration. Bank shall be
responsible for all claims for payment of fees for safe custody or
administration so that no Subcustodian exercises any claim for such
payment against Customer’s assets. Where a Subcustodian deposits
Securities with a Securities Depository, Bank will cause the Subcustodian
to identify on its records as belonging to Bank, as agent, the Securities
shown on the Subcustodian’s account at such Securities
Depository. Bank shall identify on its records as belonging to
Customer the Financial Assets of Customer held by Subcustodian or
Securities Depository. This Section 5.1(b) will not apply to
the extent of any special agreement or arrangement made by Customer with
any particular Subcustodian.
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|
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(c)
|
Bank
is not responsible for the selection or monitoring of any Securities
Depository, except as provided in the Mutual Fund Rider to this Global
Custody Agreement, and will not be liable for any act or
omission by (or the insolvency of) any Securities
Depository. In the event the Customer incurs a loss due to the
negligence, willful default, or insolvency of a Securities Depository,
Bank will make reasonable efforts, in its discretion, to seek recovery
from the Securities Depository, but Bank will not be obligated to
institute legal proceedings, file proof of claim in any insolvency
proceeding, or take any similar
action.
|
Bank
shall be liable to Customer for any loss or damage to Customer resulting from
Financial Assets held at a Securities Depository if such loss or damage directly
resulted from the negligence or willful misconduct of Bank or any of its agents
(for the avoidance of doubt, a Securities Depository is not an agent of the
Bank) or of any of their employees.
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|
5.2
|
Liability
for Subcustodians
|
|
|
(a)
|
Subject
to Section 7.1(b), Bank shall be liable for the actions or omissions of
any Subcustodian to the same extent as if such act or omission was
performed by the Bank itself. In the event of any direct Losses suffered
or incurred by a Customer caused by or resulting from the actions or
omissions of any Subcustodian for which the Bank would otherwise be
liable, the Bank shall promptly reimburse such Customer in the amount of
any such direct Losses. Bank shall also be liable for direct Losses that
result from the insolvency of any Affiliated
Subcustodian. Subject to Section 5.1(a) and Bank’s duty to use
reasonable care in the monitoring of a Subcustodian’s financial condition
as reflected in its published financial statements and other publicly
available financial information concerning it customarily reviewed by Bank
in its oversight process, Bank will not be responsible for the insolvency
of any Subcustodian which is not a branch or an Affiliated
Subcustodian.
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|
|
(b)
|
Subject
to compliance with Rule 17f-5 under the 1940 Act, Bank reserves the right
to add, replace or remove Subcustodians. Bank will give prompt
notice of any such action, which will be advance notice if
practicable. Upon request by Customer, Bank will identify the
name, address and principal place of business of any Subcustodian and the
name and address of the governmental agency or other regulatory authority
that supervises or regulates such
Subcustodian.
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|
|
6.
|
ADDITIONAL PROVISIONS RELATING TO
CUSTOMER
|
|
|
6.1
|
Representations
of Customer and Bank
|
|
|
(a)
|
The
Customer represents and warrants that (i) it has full authority and power,
and has obtained all necessary authorizations and consents, to deposit and
control the Financial Assets and cash in the Accounts, to use Bank as its
custodian in accordance with the terms of this Agreement, and to borrow
money (both any short term or intraday borrowings in order to settle
transactions prior to receipt of covering funds), xxxxx x xxxx over
Financial Assets as contemplated by Section 4.3, and enter into foreign
exchange transactions; (ii) assuming execution and delivery of this
Agreement by Bank, this Agreement is Customer’s legal, valid and binding
obligation, enforceable in accordance with its terms and it has full power
and authority to enter into and has taken all necessary corporate action
to authorize the execution of this Agreement (iii) it has not relied on
any oral or written representation made by Bank or any person on its
behalf, and acknowledges that this Agreement sets out to the fullest
extent the duties of Bank; (iv) it is a resident of the United States and
shall promptly notify Bank of any changes in residency and (v) the
Financial Assets and cash deposited in the Accounts (other than those
Financial Assets and cash held in Accounts (“Control Account Assets”)
established pursuant to certain Account Control Agreements among the
Customer, Bank and secured parties named therein) are not subject to any
encumbrance or security interest whatsoever and Customer undertakes that,
so long as Liabilities are outstanding, it will not create or permit to
subsist any encumbrance or security interest over such Financial Assets or
cash (other than Control Account
Assets).
|
Bank may
rely upon the certification of such other facts as may be required to administer
Bank's obligations under this Agreement and Customer shall indemnify Bank
against all losses, liability, claims or demands arising directly or indirectly
from any such certifications.
|
|
(b)
|
Bank
represents and warrants that (i) assuming execution and delivery of this
Agreement by Customer, this Agreement is Bank’s legal, valid and binding
obligation, enforceable in accordance with its terms and (ii) it has full
power and authority to enter into and has taken all necessary corporate
action to authorize the execution of this Agreement, (iii) it is qualified
as a custodian under Sections 17(f) of the 1940 Act and warrants that it
will remain so qualified, and upon ceasing to be so qualified, shall
promptly notify the Customer in writing and (iv)it shall act in accordance
with Applicable Law.
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|
|
7.
|
WHEN
BANK IS LIABLE TO CUSTOMER
|
|
|
7.1
|
Standard
of Care; Liability
|
|
|
(a)
|
Bank
will use reasonable care in performing its obligations under this
Agreement in accordance with the standards prevailing in the applicable
market. Bank will not be in violation of this Agreement with
respect to any matter as to which it has satisfied its obligation of
reasonable care.
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|
|
(b)
|
Bank
shall exercise reasonable care, prudence and diligence in carrying out all
its duties and obligations under this Agreement, and shall be liable to
Customer for any and all direct claims, liabilities, losses, damages,
fines, penalties and expenses ("Losses") suffered or incurred by such
Customer resulting from the failure of Bank to exercise such reasonable
care, prudence and diligence or resulting from Bank's negligence or
willful misconduct and to the extent provided in Section
5.2(a). Nevertheless, under no circumstances will Bank be
liable for any indirect, incidental, consequential or special damages
(including, without limitation, lost profits) of any form incurred by any
person or entity, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought, with respect to the Accounts,
Bank’s performance under this Agreement, or Bank’s role as
custodian.
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|
|
(c)
|
The
Customer will indemnify Bank Indemnitees against, and hold them harmless
from, any Liabilities that may be imposed on, incurred by or asserted
against any Bank Indemnitees in connection with or arising out of (i)
Bank's performance under this Agreement, provided the Bank Indemnitees
have acted with reasonable care and have not acted with negligence or
engaged in fraud or willful misconduct in connection with the Liabilities
in question or (ii) any of Bank Indemnitees’ status as a holder of record
of Customer’s Securities; provided that, to the extent practicable, Bank
uses reasonable care to provide prompt notice to Customer of the
circumstances and all pertinent facts related to the claim for
indemnification. Nevertheless, Customer will not be obligated
to indemnify any Bank Indemnitee under the preceding sentence with respect
to any Liability for which Bank is liable under Section 5.2 of this
Agreement.
|
Nevertheless,
under no circumstances will Customer be liable for any indirect, incidental,
consequential or special damages (including, without limitation, lost profits)
of any form incurred by Bank, whether or not foreseeable and regardless of the
type of action in which such a claim may be brought, with respect to the
Accounts, or Customer’s performance or non-performance under this
Agreement. The Customer and the Bank agree that the obligations of
the Customer under this Agreement shall not be binding upon any of the
directors/trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the series of the Customer, individually,
but are binding only upon the assets and property of the Customer.
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|
(d)
|
The
party seeking indemnification under this Agreement (the “Indemnified
Party”) agrees to give prompt notice to the party from whom indemnity is
sought (the “Indemnifying Party”) of the assertion of any claim, or the
commencement of any suit, action or proceeding (“Claim”) in respect of
which indemnity may be sought under this Agreement and will provide the
Indemnifying Party such information with respect thereto that the
Indemnifying Party may reasonably request. The failure to so
notify the Indemnifying Party shall not relieve the Indemnifying Party of
its obligations hereunder, except to the extent such failure shall have
adversely prejudiced the Indemnifying
Party.
|
If
Customer acknowledges in writing that Bank is entitled to indemnification, the
Customer shall have the option to defend Bank against any claim which may be the
subject of this indemnification, and in the event that the Customer so elects,
it will so notify Bank, and thereupon Customer shall take over complete defense
of the claim. In the event Customer elects to assume the control of the defense
of the claim, Bank may participate in such proceeding and retain additional
counsel but shall bear all fees and expenses of such retention of such counsel,
unless (i) Customer shall have specifically authorized the retention of such
counsel, or (ii) if Customer and Bank agree that the retention of such counsel
is required as a result of a conflict of interest. In the event Customer assumes
control of any proceeding, Customer shall keep Bank notified of the progress of
such proceeding and, upon request, consult with Bank and counsel. Customer will,
upon request by Bank, either pay in the first instance or reimburse Bank for any
expense subject to indemnity hereunder. Customer shall not settle or compromise
any proceeding without the prior written consent of Bank unless (i) such
settlement or compromise involves no admission of guilt, wrongdoing, or
misconduct by Bank, (ii) such settlement or compromise does not impose any
obligations or restrictions on Bank other than obligations to pay money that are
subject to indemnity under this Agreement, (iii) such settlement or compromise
involves no injunctive or other equitable relief against the Bank and would not
otherwise materially and adversely affect (A) the business, financial condition
or results of operations of the Bank and (B) the Bank’s method of doing
business,and (iv) Customer shall have paid or made arrangements satisfactory to
Bank for payment of amounts payable by Bank in connection with such settlement.
Bank shall in no case confess any claim or make any compromise in any case which
Customer will be asked to indemnify Bank except with the Customer’s prior
written consent. Bank shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Customer) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice.
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|
(e)
|
Customer
agrees that Bank provides no service in relation to, and therefore has no
duty or responsibility to: (i) question Instructions or make any
suggestions to Customer or an Authorized Person regarding such
Instructions, except to verify that such instruction is authorized in
accordance with Section 3.2; (ii) supervise or make recommendations with
respect to investments or the retention of Financial Assets; (iii) advise
Customer or an Authorized Person regarding any default in the payment
of principal or income of any security other than as provided in Section
2.7(b) of this Agreement; (iv) evaluate or report to Customer or an
Authorized Person regarding the financial condition of any broker, agent
or other party to which Bank is instructed to deliver Financial Assets or
cash.
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|
|
7.2
|
Force
Majeure
|
Bank will
maintain and update from time to time business continuation and disaster
recovery procedures with respect to its global custody business that complies
with applicable law and meets reasonable commercial standards. Bank
will have no liability, however, for any damage, loss, expense or liability of
any nature that Customer may suffer or incur, caused by an act of God, fire,
flood, civil or labor disturbance, war, terrorism, act of any governmental
authority or other act or threat of any authority (de jure or de facto), legal
constraint, fraud or forgery (except where such fraud or forgery is attributable
to Bank or its employees or agents who provide services hereunder), malfunction
of equipment or software (except where such malfunction is primarily
attributable to Bank’s negligence in maintaining the equipment or software),
failure of or the effect of rules or operations of any external funds transfer
system, inability to obtain or interruption of external communications
facilities, or any cause beyond the reasonable control of Bank (including
without limitation, the non-availability of appropriate foreign
exchange).
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|
7.3
|
Bank
May Consult With Counsel
|
Bank will
be entitled to rely on, and may act upon the advice of legal counsel in relation
to matters of law, regulation or market practice (which may be the legal counsel
of Customer), and shall not be deemed to have been negligent with
respect to any action taken or omitted in good faith pursuant to such advice.
Bank should notify Customer if relying on professional advisers.
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|
7.4
|
Bank
Provides Diverse Financial Services and May Generate Profits as a
Result
|
Customer
hereby authorizes Bank to act under this Agreement notwithstanding that: (a)
Bank or any of its divisions, branches or Affiliates may have a material
interest in transactions entered into by Customer with respect to the Account or
that circumstances are such that Bank may have a potential conflict of duty or
interest, including the fact that Bank or its Affiliates may act as a market
maker in the Financial Assets to which Instructions relate, provide brokerage
services to other customers, act as financial adviser to the issuer of such
Financial Assets, act in the same transaction as agent for more than one
customer, have a material interest in the issue of the Financial Assets; or earn
profits from any of the activities listed herein. (b) Bank or any of its
divisions, branches or Affiliates may be in possession of information tending to
show that the Instructions received may not be in the best interests of
Customer. Bank is not under any duty to disclose any such information unless
such information is broadly disclosed to the other custody clients of Bank
receiving the same types of services as the Customer.
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|
7.5
|
Assets
Held Outside Bank’s Control
|
Bank will
not be obliged to hold Securities or cash with any person not agreed to by
Bank. Furthermore, Bank will not be obliged to register or record
Securities in the name of any person not agreed to by Bank. If,
however, the Customer makes such a request and Bank agrees to the request, the
consequences of doing so will be at the Customer’s own risk. Bank
will not be liable for any losses incurred as a result and may be precluded from
providing some of the services referred to in this Agreement (for example, and
without limitation, income collection, proxy voting, class action litigation and
Corporate Action notification and processing).
|
|
7.6
|
Ancillary
services
|
Bank and
its Subcustodians may use third parties to provide ancillary services (i.e.,
services that do not form part of the custody services contained in Article 2
and which include without limitation courier or pricing
services). Whilst Bank will use reasonable care (and procure that its
Subcustodians use reasonable care) in the selection and retention of such third
parties, it will not be responsible for any errors or omissions made by such
third party in providing the relevant services.
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|
8.
|
TAXATION
|
|
|
8.1
|
Tax
Obligations
|
|
|
(a)
|
Customer
confirms that Bank is authorized to deduct from any cash received or
credited to the Cash Account any taxes or levies required by any revenue
or governmental authority for whatever reason in respect of Customer's
Accounts.
|
|
|
(b)
|
Customer
will provide to Bank such certifications, documentation, and information
as it may require in connection with taxation, and warrants that, when
given, this information is true and correct in every respect, not
misleading in any way, and contains all material
information. Customer undertakes to notify Bank immediately if
any information requires updating or correcting. Bank provides
no service of controlling or monitoring, and therefore has no duty in
respect of, or liability for any taxes, penalties, interest or additions
to tax, payable or paid that result from (i) the inaccurate completion of
documents by Customer or any third party; (ii) provision to Bank or a
third party of inaccurate or misleading information by Customer or any
third party; (iii) the withholding of material information by Customer or
any third party; or (iv) as a result of any delay by any revenue authority
or any other cause beyond Bank’s
control.
|
|
|
(c)
|
If
Bank does not receive appropriate certifications, documentation and
information then, as and when appropriate and required, additional tax
shall be deducted from all income received in respect of the Financial
Assets issued (including, but not limited to, United States non-resident
alien tax and/or backup withholding
tax.
|
|
|
(d)
|
Customer
will be responsible in all events for the timely payment of all taxes
relating to the Financial Assets in the Securities Account provided,
however, that Bank will be responsible for any penalty or additions to tax
due solely as a result of Bank’s negligent acts or omissions with respect
to paying or withholding tax or reporting interest, dividend or other
income paid or credited to the Cash
Account.
|
|
|
8.2
|
Tax
Relief Services
|
|
|
(a)
|
Subject
to the provisions of this Section, Bank will apply timely and accurately
for a reduction of withholding tax and any refund of any tax paid or tax
credits in respect of income payments on Financial Assets credited to the
Securities Account that Bank believes may be available. To
defray expenses pertaining to nominal tax claims, Bank may from
time-to-time set minimum thresholds as to a de minimus value of tax
reclaims or reduction of withholding which it will pursue in respect of
income payments under this Section.
|
|
|
(b)
|
The
provision of a tax relief service by Bank is conditional upon Bank
receiving from Customer (i) a declaration of its identity and place of
residence and (ii) certain other documentation (pro forma copies of which
are available from Bank), prior to the receipt of Financial Assets in the
Account or the payment of income.
|
|
|
(c)
|
Bank
will perform tax relief services only with respect to taxation levied by
the revenue authorities of the countries advised to Customer from time to
time and Bank may, by notification in writing, in its absolute discretion,
supplement or amend the countries in which the tax relief services are
offered. Other than as expressly provided in this Section 8.2
Bank will have no responsibility with regard to Customer’s tax position or
status in any jurisdiction.
|
|
|
9.
|
TERMINATION
|
|
|
9.1
|
Term
and Termination
|
|
|
(a)
|
The
initial term of this Agreement shall be for a period of two years
following the date on which Bank commenced providing services under the
Agreement. Following the initial term, Customer may terminate
this Agreement on sixty (60) days' written notice to Bank. Bank
may terminate this Agreement on one hundred and eighty (180) days’ written
notice to Customer.
|
|
|
(b)
|
Notwithstanding
Section 9.1(a):
|
|
|
(i)
|
Either
party may terminate this Agreement immediately on written notice to the
other party in the event that a material breach of this Agreement by the
other party has not been cured within thirty (30) days of that party being
given written notice of the material
breach;
|
|
|
(ii)
|
Either
party may terminate this Agreement immediately on written notice to the
other party upon the other party being declared bankrupt, entering into a
composition with creditors, obtaining a suspension of payment, being put
under court controlled management or being the subject of a similar
measure;
|
|
|
(iii)
|
Bank
may terminate this Agreement on sixty (60) days’ written notice to
Customer in the event that Bank reasonably determines that Customer has
ceased to satisfy Bank’s customary credit requirements;
and
|
|
|
(iv)
|
Customer
may terminate this Agreement at any time during the initial term on sixty
(60) days’ written notice to Bank upon payment of a termination
fee. The termination fee will be an amount equal to the
aggregate sum of fees accrued prior to the date of termination but waived
based on the fee schedule set forth in Schedule [__], as applied against
transactions and activities of the Customer since the date Bank commenced
providing services under this Agreement. If the Agreement is
terminated by the Customer pursuant to Section 9.1(b)(i) through (ii), no
termination fee will be paid to the
Bank.
|
|
|
9.2
|
Exit
Procedure
|
Customer
will provide Bank full details of the persons to whom Bank must deliver
Financial Assets and cash within a reasonable period before the effective time
of termination of this Agreement. If Customer fails to provide such
details in a timely manner, Bank shall be entitled to continue to be paid fees
under this Agreement until such time as it is able to deliver the Financial
Assets and cash to successor custodian, but Bank may take such steps as it
reasonably determines to be necessary to protect itself following the effective
time of termination, including ceasing to provide transaction settlement
services in the event that Bank is unwilling to assume any related credit
risk. Bank will in any event be entitled to deduct any amounts
owing to it prior to delivery of the Financial Assets and cash (and,
accordingly, Bank will be entitled to sell Financial Assets and apply the sale
proceeds in satisfaction of amounts owing to it). Customer will
reimburse Bank promptly for all out-of-pocket expenses it reasonably
incurs in delivering Financial Assets upon termination. Termination
will not affect any of the liabilities either party owes to the other arising
under this Agreement prior to such termination.
|
|
10.
|
MISCELLANEOUS
|
|
|
10.1
|
Notifications
|
Notices
(other than Instructions) under this Agreement will be served by registered mail
or hand delivery to the address of the respective parties as set out on the
first page of this Agreement, unless notice of a new address is given to the
other party in writing. Notice will not be deemed to be given unless
it has been received.
|
|
10.2
|
Successors
and Assigns
|
This
Agreement will be binding on each of the parties' successors and assigns, but
the parties agree that neither party can assign its rights and obligations under
this Agreement without the prior written consent of the other party, which
consent will not be unreasonably withheld. Notwithstanding this prohibition,
Customer may assign the right to recover losses to its insurer, investment
manager or its affiliates that pay for losses sustained by
Customer.
|
|
10.3
|
Interpretation
|
Headings
are for convenience only and are not intended to affect
interpretation. References to Sections are to Sections of this
Agreement and references to sub-Sections and paragraphs are to sub-Sections of
the Sections and paragraphs of the sub-Sections in which they
appear.
|
|
10.4
|
Entire
Agreement
|
|
|
(a)
|
The
following Rider(s) are incorporated into this
Agreement:
|
___ Cash
Trade Execution; and
___ Mutual
Fund.
|
|
(b)
|
This
Agreement, including the Schedules, Exhibits, and Riders (and any separate
agreement which Bank and Customer may enter into with respect to any Cash
Account), sets out the entire Agreement between the parties in connection
with the subject matter, and this Agreement supersedes any other
agreement, statement, or representation relating to custody, whether oral
or written. Amendments must be in writing and signed by both
parties.
|
|
|
10.5
|
Information
Concerning Deposits at Bank’s London
Branch
|
Under
U.S. federal law, deposit accounts that Customer maintains in Bank’s foreign
branches (outside of the U.S.) are not insured by the Federal Deposit Insurance
Corporation. In the event of Bank’s liquidation, foreign branch
deposits have a lesser preference than U.S. deposits, and such foreign deposits
are subject to cross-border risks. However, the Financial Services
Compensation Scheme (the "FSCS") was created under the Financial Services and
Markets Xxx 0000. The terms of the FSCS offer protection in
connection with deposits and investments in the event of the persons to whom
Bank’s London Branch provides services suffering a financial loss as a direct
consequence of Bank’s London Branch being unable to meet any of its liabilities,
and subject to the FSCS rules regarding eligible claimants and eligible claims,
the Customer may have a right to claim compensation from the
FSCS. Subject to the terms of the FSCS, the limit on the maximum
compensation sum payable by the FSCS in relation to investment business is
£48,000 and in relation to deposits is £50,000. A detailed
description of the FSCS (including information on how to make a claim,
eligibility criteria and the procedures involved) is available from the FSCS who
can be contacted at 0xx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx, X0
0XX.
|
|
10.6
|
Insurance
|
The
Customer acknowledges that Bank will not be required to maintain any insurance
coverage specifically for the benefit of the Customer. Bank
will, however, provide details of its own general insurance coverage to the
Customer on request.
|
|
10.7
|
Security
Holding Disclosure
|
With
respect to Securities and Exchange Commission Rule 14b-2 under The U.S
Shareholder Communications Act, regarding disclosure of beneficial owners to
issuers of Securities, Bank is instructed not to disclose the name, address or
Security positions of Customer in response to shareholder communications
requests regarding the Account.
|
|
10.8
|
USA
PATRIOT Act Disclosure
|
Section
326 of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”)
requires Bank to implement reasonable procedures to verify the identity of any
person that opens a new Account with it. Accordingly, Customer
acknowledges that Section 326 of the USA PATRIOT Act and Bank’s identity
verification procedures require Bank to obtain information which may be used to
confirm Customer's identity including without limitation Customer's name,
address and organizational documents (“identifying
information”). Customer may also be asked to provide information
about its financial status such as its current audited and unaudited financial
statements. Customer agrees to provide Bank with and consents to Bank
obtaining from third parties any such identifying and financial information
required as a condition of opening an account with or using any service provided
by Bank.
|
|
10.9
|
Governing
Law and Jurisdiction
|
This
Agreement will be construed, regulated, and administered under the laws of the
United States or State of New York, as applicable, without regard to New York’s
principles regarding conflict of laws, except that the foregoing shall not
reduce any statutory right to choose New York law or forum. The
United States District Court for the Southern District of New York will have the
sole and exclusive jurisdiction over any lawsuit or other judicial proceeding
relating to or arising from this Agreement. If that court lacks
federal subject matter jurisdiction, the Supreme Court of the State of New York,
New York County will have sole and exclusive jurisdiction. Either of
these courts will have proper venue for any such lawsuit or judicial proceeding,
and the parties waive any objection to venue or their convenience as a
forum. The parties agree to submit to the jurisdiction of any of the
courts specified and to accept service of process to vest personal jurisdiction
over them in any of these courts. The parties further hereby knowingly,
voluntarily and intentionally waive, to the fullest extent permitted by
applicable law, any right to a trial by jury with respect to any such lawsuit or
judicial proceeding arising or relating to this Agreement or the transactions
contemplated hereby. 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 judgement) or other legal process,
Customer shall not claim, and it hereby irrevocably waives, such
immunity.
|
|
10.10
|
Severability;
Waiver; and Survival
|
|
|
(a)
|
If
one or more provisions of this Agreement are held invalid, illegal or
unenforceable in any respect on the basis of any particular circumstances
or in any jurisdiction, the validity, legality and enforceability of such
provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way be
affected or impaired.
|
|
|
(b)
|
Except
as otherwise provided herein, no failure or delay on the part of either
party in exercising any power or right under this Agreement operates as a
waiver, nor does any single or partial exercise of any power or right
preclude any other or further exercise, or the exercise of any other power
or right. No waiver by a party of any provision of this
Agreement, or waiver of any breach or default, is effective unless it is
in writing and signed by the party against whom the waiver is to be
enforced.
|
|
|
(c)
|
The
parties’ rights, protections, and remedies under this Agreement shall
survive its termination.
|
|
|
10.11
|
Confidentiality
|
|
|
(a)
|
Subject
to Clause 10.11(b) the Bank will hold all Confidential Information in
confidence and will not disclose any Confidential Information except as
may be required by Applicable Law, a regulator with jurisdiction over the
Bank’s business, or with the consent of the Customer. Bank
shall provide Customer with notice where it is the subject of any
regulatory request involving Customer’s Confidential Information provided
such notice is permitted by Applicable
Law.
|
|
|
(b)
|
The
Customer authorizes the Bank to disclose Confidential Information
consistent with Applicable Law:
|
|
|
(i)
|
any
Subcustodian, subcontractor, agent, Securities Depository, securities
exchange, broker, third party agent, proxy solicitor, issuer, or any other
person that the Bank believes it is reasonably required in connection with
the Bank’s provision of relevant services under this Agreement to the
extent that is consistent with the prevailing industry
practice;
|
|
|
(ii)
|
its
professional advisors, auditors or public
accountants;
|
|
|
(iii)
|
its
Affiliates, and
|
|
|
(iv)
|
any
revenue authority or any governmental entity in relation to the processing
of any tax relief claim.
|
|
|
(c)
|
Except
as otherwise required by Applicable Law or as needed to enforce the terms
of this Agreement, the parties shall hold the terms and conditions of this
Agreement in confidence.
|
|
|
10.12
|
Counterparts
|
This
Agreement may be executed in several counterparts each of which will be deemed
to be an original and together will constitute one and the same
agreement.
|
|
10.13
|
No
Third Party Beneficiaries
|
A person
who is not a party to this Agreement shall have no right to enforce any term of
this Agreement.
|
THE
CUSTOMER
|
JPMORGAN
CHASE BANK, N.A.
|
|
By:
/s/ Xxxxx X. Xxxx
|
By:
/s/ Xxxxxxx X. Xxxxxxx
|
|
Name:
Xxxxx X. Xxxx
|
Name:
Xxxxxxx X. Xxxxxxx
|
|
Title:
V.P.
|
Title:
Managing Director
|
|
Date:
08/12/09
|
Date:
08/18/09
|
|
Address:
0 Xxxxxxxxx Xxx, Xxxxxxx, XX 00000
|
ADDENDUM
TO MASTER GLOBAL CUSTODY AGREEMENT
The
undersigned [___________________________] (“Customer”) incorporated under the
laws of [_____________________] with address at [_______________________] hereby
requests the securities custody services of JPMorgan Chase Bank, N.A., and
Customer, by its signature below, agrees to the terms and conditions of that
certain Master Global Custody Agreement, dated [___________________] with
JPMorgan Chase Bank, N.A. and certain affiliated companies of the
undersigned.
|
THE
CUSTOMER
|
JPMORGAN
CHASE BANK, N.A.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
Date:
|
Date:
|
|
Address:
|
SCHEDULE
A
Xxxxxxx
Perspective Total Return Fund
JNL Money
Market Fund
JNL
SERIES TRUST
JNL/AIM
Global Real Estate Fund
JNL/AIM
International Growth Fund
JNL/AIM
Large Cap Growth Fund
JNL/AIM
Small Cap Growth Fund
JNL/Capital
Guardian Global Balanced Fund
JNL/Capital
Guardian Global Diversified Research Fund
JNL/Capital
Guardian U.S. Growth Equity Fund
JNL/Capital
Guardian International Small Cap Fund
JNL/Credit
Suisse Global Natural Resources Fund
JNL/Credit
Suisse Long/Short Fund
JNL/Eagle
Core Equity Fund
JNL/Eagle
SmallCap Equity Fund
JNL/Franklin
Xxxxxxxxx Global Growth Fund
JNL/Franklin
Xxxxxxxxx Income Fund
JNL/Franklin
Xxxxxxxxx Mutual Shares Fund
JNL/Franklin
Xxxxxxxxx Small Cap Value Fund
JNL/Xxxxxxx
Sachs Core Plus Bond Fund
JNL/Xxxxxxx
Xxxxx Emerging Markets Debt Fund
JNL/Xxxxxxx
Sachs Mid Cap Value Fund
JNL/Xxxxxxx
Xxxxx Short Duration Bond Fund
JNL/JPMorgan
International Value Fund
JNL/JPMorgan
MidCap Growth Fund
JNL/JPMorgan
U.S. Government & Quality Bond Fund
JNL/Lazard
Emerging Markets Fund
JNL/Lazard
Mid Cap Equity Fund
JNL/M&G
Global Basics Fund
JNL/M&G
Global Leaders Fund
JNL/Mellon
Capital Management Bond Index Fund
JNL/Mellon
Capital Management European 30 Fund
JNL/Mellon
Capital Management International Index Fund
JNL/Mellon
Capital Management Pacific Xxx 00 Xxxx
XXX/Xxxxxx
Capital Management S&P 400 MidCap Index Fund
JNL/Mellon
Capital Management S&P 500 Index Fund
JNL/Mellon
Capital Management Small Cap Index Fund
JNL/Oppenheimer
Global Growth Fund
JNL/XXX
Asia ex-Japan Fund
JNL/XXX
China-India Fund
JNL/PIMCO
Real Return Fund
JNL/PIMCO
Total Return Bond Fund
JNL/PPM
America Core Equity Fund
JNL/PPM
America High Yield Bond Fund
JNL/PPM
America Mid Cap Value Fund
JNL/PPM
America Small Cap Value Fund
JNL/PPM
America Value Equity Fund
JNL/Red
Rocks Listed Private Equity Fund
JNL/S&P
Competitive Advantage Fund
JNL/S&P
Dividend Income & Growth Fund
JNL/S&P
Intrinsic Value Fund
JNL/S&P
Total Yield Fund
JNL/Select
Balanced Fund
JNL/Select
Money Market Fund
JNL/Select
Value Fund
JNL/X.
Xxxx Price Established Growth Fund
JNL/X.
Xxxx Price Mid-Cap Growth Fund
JNL/X.
Xxxx Price Value Fund
JNL/Franklin
Xxxxxxxxx Founding Strategy Fund
JNL/Mellon
Capital Management 10 x 10 Fund
JNL/Mellon
Capital Management Index 5 Fund
JNL/S&P
4 Fund
JNL/S&P
Disciplined Growth Fund
JNL/S&P
Disciplined Moderate Fund
JNL/S&P
Disciplined Moderate Growth Fund
JNL/S&P
Managed Aggressive Growth Fund
JNL/S&P
Managed Conservative Fund
JNL/S&P
Managed Growth Fund
JNL/S&P
Managed Moderate Fund
JNL/S&P
Managed Moderate Growth Fund
JNL/Institutional
Alt 65 Fund
JNL/Institutional
Alt 50 Fund
JNL/Institutional
Alt 35 Fund
JNL/Institutional
Alt 20 Fund
JNL
VARIABLE FUND, LLC
JNL/Mellon
Capital Management 25 Fund
JNL/Mellon
Capital Management Communications Sector Fund
JNL/Mellon
Capital Management Consumer Brands Sector Fund
JNL/Mellon
Capital Management Financial Sector Fund
JNL/Mellon
Capital Management Global 15 Fund
JNL/Mellon
Capital Management Healthcare Sector Fund
JNL/Mellon
Capital Management Nasdaq(R) 25 Fund
JNL/Mellon
Capital Management Oil & Gas Sector Fund
JNL/Mellon
Capital Management S&P(R) 24 Fund
JNL/Mellon
Capital Management Technology Sector Fund
JNL/Mellon
Capital Management Value Line(R) 30 Fund
JNL/Mellon
Capital Management VIP Fund
JNL/Mellon
Capital Management Select Small-Cap Fund
JNL/Mellon
Capital Management DowSM 10 Fund
JNL/Mellon
Capital Management JNL Optimized 5 Fund
JNL/Mellon
Capital Management S&P(R) XXxx 60 Fund
JNL/Mellon
Capital Management NYSE(R) International 25 Fund
JNL/Mellon
Capital Management DowSM Dividend Fund
JNL/Mellon
Capital Management S&P(R) 10 Fund
JNL/Mellon
Capital Management JNL 5 Fund
SCHEDULE 1
Agent and Cash Network
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.
Florida 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.
Xxxxx 00 Xxxxxxxxx
AAP Xxxxxx 000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRIA UniCredit Bank Austria AG X.X. Xxxxxx AG
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain
1st Floor, Building No 2505, Road No 2832 Manama
Al Seef 428
BAHRAIN
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A Xxxxx
Xxx 000
Xxxxx-0000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BELGIUM Fortis Bank (Nederland) N.V. J.P. Xxxxxx XX
Rokin 00 Xxxxxxxxx
0000XX Xxxxxxxxx
THE NETHERLANDS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BRAZIL HSBC Bank Brasil S.A. Banco Multiplo HSBC Bank Brasil S.A. Banco Multiplo
Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 0000, 0xx Xxxxx Xxx Xxxxx
Sao Paulo, SP 00000-000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BULGARIA ING Bank N.V. ING Bank N.V.
Xxxxx Xxxxxx Sofia
12 Xxxx Bersinski Xxxxxx
Xxxx Xxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada Royal Bank of Canada
000 Xxxxxxxxxx Xxxxxx West, 2nd Floor Toronto
Xxxxxxx Xxxxxxx X0X 0X0
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHILE Banco de Chile Banco de Chile
Xx. Xxxxxx Xxxxx 0000 0xx Xxxxx Xxxxxxxx
000-0000 Xxx Xxxxxx
Xxxxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHANGHAI China B-Shares:
HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
00/X, XXXX Xxxxx Xxx Xxxx (for B-Share Market)
1000 Lujiazui Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client
Relationship Team
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHENZHEN China B-Shares:
HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
00/X, XXXX Xxxxx Xxxx Xxxx (for B-Share Market)
1000 Lujiazui Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client
Relationship Team
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia X.X.
Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx
Xxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CROATIA Privredna banka Zagreb d.d. Zagrebacka Banka d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CYPRUS Marfin Popular Bank Public Company Ltd. Marfin Popular Bank Public Company Ltd.
000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 00000
CY-1598 Nicosia
CYPRUS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CZECH REPUBLIC UniCredit Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.
Xxxxxxxxx 0 Xxxxxx
000 00 Xxxxxx 0
XXXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
DENMARK Nordea Bank Danmark A/S Nordea Bank Danmark A/S
Helgeshoj Alle 33 Copenhagen
Hoje Taastrup
DK-2630 Taastrup
DENMARK
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
EGYPT Citibank, N.A. Citibank, N.A.
4 Xxxxx Xxxxx Street Cairo
Garden City
Cairo
EGYPT
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ESTONIA Swedbank AS SEB Eesti Uhispank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
FINLAND Nordea Bank Finland Plc X.X. Xxxxxx AG
Xxxxxxx Xxxxx katu 0-0 Xxxxxxxxx
XXX-00000 XXXXXX Helsinki
FINLAND
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
FRANCE BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Ref 256 Frankfurt
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
Societe Generale X.X. Xxxxxx AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GERMANY Deutsche Bank AG X.X. Xxxxxx XX
Xxxxxx-Herrhausen-Allee 16-24 Frankfurt
D-65760 Eschborn
GERMANY
X.X. Xxxxxx AG#** X.X. Xxxxxx AG
Xxxxxxxxxxxxxx 00 Xxxxxxxxx
00000 Xxxxxxxxx xx Xxxx
XXXXXXX
# For local German custody clients only.
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited
Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GREECE HSBC Bank plc X.X. Xxxxxx AG
Messogion 109-111 Xxxxxxxxx
00000 Xxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong
36th Floor, Sun Hung Xxx Xxxxxx
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
HUNGARY Deutsche Bank Zrt. ING Bank N.V.
Hold utca 00 Xxxxxxxx
X-0000 Xxxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*ICELAND* Islandsbanki hf. Islandsbanki hf.
Xxxxxxxxxxxx 0 Xxxxxxxxx
XX-000 Xxxxxxxxx
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
2nd Floor, 'Shiv" Mumbai
Plot No 139-140B
Western Express Highway
Sahar Road Junction
Vile Parle-E
Worli Mumbai 400 057
INDIA
Standard Chartered Bank Standard Chartered Bank
00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Mumbai 400 001
INDIA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
INDONESIA Deutsche Bank AG Deutsche Bank AG
Deutsche Bank Building Jakarta
80 Jl. Xxxxx Xxxxxx
Xxxxxxx 00000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
IRELAND Bank of Ireland X.X. Xxxxxx AG
New Century House Frankfurt
Mayor Street Lower
International Financial Services Centre
Xxxxxx 0
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.
00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ITALY Intesa Sanpaolo S.p.A. J.P. Xxxxxx XX
6, Xxxxxx xxxxx Xxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*IVORY COAST* Societe Generale de Banques en Cote d'Ivoire Societe Generale
5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris
Abidjan 01
IVORY COAST
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*JAMAICA* To Be Determined To Be Determined
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
The Bank of Tokyo-Mitsubishi UFJ, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxxx
Xxxx-xx
Xxxxx 000
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
JORDAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
0xx Xxxxx Xxxxxxx Xxxxx
0xx Xxxxxx
Xxxxxxx Xxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KAZAKHSTAN SB HSBC Bank Kazakhstan JSC SB HSBC Bank Kazakhstan JSC
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx 000000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Nairobi
Limited
Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KUWAIT HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Kuwait City, Qibla Area Safat
Hamad Al-Saqr Street, Xxxxxxx Xxxxx
X/0/0 Xxxxxx
Xxxxx 00000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LATVIA Swedbank AS Swedbank AS
Balasta dambis 1a Xxxx
Xxxx, XX-0000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
HSBC Main Building New York
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LITHUANIA AB SEB Bankas AB SEB Bankas
12 Xxxxxxxx xx. Xxxxxxx
XX 0000 Xxxxxxx
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LUXEMBOURG BGL S.A. J.P. Xxxxxx XX
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxx
X-0000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.
000 Xxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx VLT 05
MALTA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
HSBC Centre Port Louis
18 Cybercity
Ebene
MAURITIUS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MEXICO Banco Nacional de Mexico, S.A. Banco Santander, S.A.
Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxx, X.X.
Xxxxxxx Xxxxx Xx
00000 Xxxxxx, X.X.
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MOROCCO Societe Generale Marocaine de Banques Attijariwafa Bank S.A.
00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NAMIBIA Standard Bank Namibia Limited The Standard Bank of South Africa Limited
Mutual Platz Johannesburg
Xxx. Xxxxxxxx xxx Xxxx Xxxxxxx
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NETHERLANDS BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Xxxxxxxxxxx 000 Xxxxxxxxx
0000 XX Xxxxxxxxx
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation
National Nominees Limited Wellington
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NIGERIA Stanbic IBTC Bank Plc The Standard Bank of South Africa Limited
IBTC Place Johannesburg
Xxxxxx Xxxxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NORWAY Nordea Bank Norge ASA Xxxxxx Xxxx Xxxxx XXX
Xxxxxxxxxxxxxx 0 Xxxx
XX Xxx 0000
XX-0000 Xxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
OMAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Bait Al Falaj Xxxx Xxxxxx Xxxx
Xxxx XX 000
XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PAKISTAN Standard Chartered Bank (Pakistan) Limited Standard Chartered Bank (Pakistan) Limited
X.X. Xxx 0000 Karachi
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PERU Citibank del Peru S.A. Banco de Credito del Peru
Av. Canaval y Xxxxxxxx 000 Xxxx 0 Xxxx
Xxx Xxxxxx, Xxxx 00
XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00/X, Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0 Xxxxxx
6766 Xxxxx Avenue Xxxxxx Xxxxx xx Xxxxx
Xxxxxx Xxxx, Xxxxxx 0000
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
POLAND Bank Handlowy w. Warszawie S.A. BRE Bank S.A.
xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx 00
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PORTUGAL Banco Espirito Santo, S.A X.X. Xxxxxx AG
7th floor Frankfurt
Xxx Xxxxxxxx, 00
0000-000 Xxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited
3/F Ali Sultan Al Maadidi Building Doha
5 Al Najada
Grand Hamad Street
Doha
QATAR
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ROMANIA ING Bank N.V. ING Bank N.V.
00-00 Xxxxxxxx Xxxxxx Xxxxxxxxx
000000 Xxxxxxxxx 0
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*RUSSIA* X.X. Xxxxxx Bank International** JPMorgan Chase Bank, N.A.
(Limited Liability Company) Xxx Xxxx
Xxxxxxxx 0/0, 0xx xxxxx X/X XXXxxxxx Chase Bank London (USD XXXXXX
Xxxxxxxxxxxx Xxxxxx Xxxxxxx)
000000 Xxxxxx
XXXXXX
ING Bank (Eurasia) ZAO JPMorgan Chase Bank, N.A.
(Closed Joint Stock Company) New York
36 Krasnoproletarskaya ulitsa A/C JPMorgan Chase Bank London (USD NOSTRO
127473 Moscow Account)
RUSSIA
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SAUDI ARABIA SABB Securities Limited SABB Securities Limited
0/X XXXX Xxxxxxxx Xxxxxx
Xxxxx Xxxxx Xxxx, Xx-Xxxxxx Disrict
Xxxxxx 00000
XXXXX XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SERBIA UniCredit Bank Srbija a.d. UniCredit Bank Srbija a.d.
Airport City Belgrade Belgrade
Xxxxxxxxxxx Xxxxxxx 00
00000 Xxxxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SINGAPORE DBS Bank Ltd. Oversea-Chinese Banking Corporation
000 Xxxxxxxxxx Xxxxxx #00-00 Xxxxxxxxx
Haw Xxx Xxxxxx
000000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVAK REPUBLIC UniCredit Bank Slovakia a.s. Vseobecna uverova banka, a.s.
Sancova 0/X Xxxxxxxxxx
XX-000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVENIA UniCredit Banka Slovenija d.d. X.X. Xxxxxx AG
Xxxxxxxxxx 000 Xxxxxxxxx
XX-0000 Xxxxxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH AFRICA FirstRand Bank Limited The Standard Bank of South Africa Limited
1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Xxxxxxxxxxxx
Cnr Xxxxxxxx and Xxxxx Xxxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH KOREA Standard Chartered First Bank Korea Limited Standard Chartered First Bank Korea Limited
000 XxxxXxxxx-xxxx XxxxxXx-Xx Xxxxx
Xxxxx 000-000
XXXXX XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SPAIN Santander Investment, S.A. J.P. Xxxxxx XX
Ciudad Grupo Santander Frankfurt
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Xxxxxxxx xxx Xxxxx
00000 Xxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx 0
XXX XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SWEDEN Skandinaviska Enskilda Xxxxxx XX (publ) Svenska Handelsbanken
Sergels Torg 2 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
Nordea Bank AB (publ) Svenska Handelsbanken
Xxxxxxxxx 00 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SWITZERLAND UBS AG UBS AG
45 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0xx Xxxxx, Xxxxxx Xxx Xx Trading Building Taipei
Xx. 000, Xxxxxxx 0, Xxxx Xx Xxxx
Xxxxxx 000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
THAILAND Standard Chartered Bank (Thai) Public Company Standard Chartered Bank (Thai) Public Company
Limited Limited
14th Floor, Zone B Bangkok
Sathorn Xxxxxx Xxxxx
000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
Xxxxxxx 00000
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.
00-00 Xxxxxx Xxxxx Xxxxxxxxx Tunis
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.
Turkiye Main Branch Istanbul
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.
00-X Xxxxxx Xxxxxx Xxx Xxxx
00000 Kiev A/C JPMorgan Chase Bank London (USD NOSTRO
UKRAINE Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED ARAB EMIRATES - HSBC Bank Middle East Limited The National Bank of Abu Dhabi
ADX Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxxx
Gate District
X.X. Xxx 000000
Xxxxx
XXXXXX XXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED ARAB EMIRATES - HSBC Bank Middle East Limited The National Bank of Abu Dhabi
DFM Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxxx
Gate District
X.X. Xxx 000000
Xxxxx
XXXXXX XXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED ARAB EMIRATES - HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
NASDAQ Dubai Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxx
Xxxx District A/C JPMorgan Chase Bank London (USD NOSTRO
P.O. Box 506553 Account)
Dubai
UNITED ARAB EMIRATES
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED KINGDOM. JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
Deutsche Bank AG Varies by currency
The Depository and Clearing Centre
Lower Ground Floor
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx, XX 00000
U.S.A.
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
URUGUAY Banco Itau Uruguay S.A. Banco Itau Uruguay X.X.
Xxxxxx 1463 Montevideo.
Montevideo
URUGUAY
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
Centro Comercial El Recreo Caracas
Torre Norte, Piso 20
Xxxx. Xxxxxxxx, Xxxxxx Xxxxxx
Xxxxxxx 0000 X.X.
VENEZUELA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
VIETNAM HSBC Bank (Vietnam) Ltd. HSBC Bank (Vietnam) Ltd.
The Metropolitan, 000 Xxxx Xxxx Xxxxxx Xx Xxx Xxxx Xxxx
District 1
Ho Chi Minh City
VIETNAM
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ZAMBIA Barclays Bank Zambia Plc Barclays Bank Zambia Plc
Elunda Park, Xxxx 0000 Xxxxxx
Xxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*ZIMBABWE* Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited
Corporate Centre Harare
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SCHEDULE
2
Persons
Authorized To Give Instructions
|
Full
Name and Official Position
|
Method
of Instruction*
|
Limitation
in Authority**
|
Telephone
Number
|
Specimen
Signature
|
Signed
for and on behalf of the Customer by:
Signature:
Name:
Position:
SCHEDULE
3
Authorized
Fund Managers/Advisers
Persons
authorized as fund managers will also have to complete an authority in similar
form to Schedule 2, but with some additional wording. A specimen copy
is attached as Appendix A.
Signature:
Name:
Title:
SCHEDULE 4
Form
of Board Resolution
To: JPMorgan
Chase Bank, N.A.
...........................
20...
We hereby
certify that the following is a true copy of the minutes of the Board of
Directors of
..........................................................................................* (the "Company") which was duly
called and held on ......................................, 20....... and at
which a duly qualified quorum was present throughout and entitled to
vote.
|
|
1.
|
There
was produced to the meeting a form of Custody Agreement provided by
JPMorgan Chase Bank, N.A. ("JPMorgan") for use in connection with the
opening of one or more cash and securities accounts and the conduct of
such other transactions between the Company and JPMorgan as referred to
therein. The form of Custody Agreement produced had been
completed by an officer of the Company, and in particular it was noted
that details of the Authorised Persons (as defined therein) and details of
persons authorised to give instructions on behalf of the Company had been
completed in Schedule 2. Details of any Fund Managers and
Advisers had been completed in Schedule 3. The indemnities
given to JPMorgan in the Custody Agreement were also noted. The
meeting considered the form of the Custody
Agreement.
|
|
|
2.
|
IT
WAS RESOLVED that the form of Custody Agreement (together with the
Schedule and Appendices), completed in the manner and form produced at the
meeting, be and is hereby approved and that
....................................................................................................................**
be and he/she is hereby authorised, for and on behalf of the Company, to
sign and deliver the same together with such changes and amendments
thereto as he/she may in his/her sole discretion think
fit.
|
|
3.
|
There
was produced to the meeting a form of power of attorney ("power of attorney") to
be given by the Company to JPMorgan to enable JPMorgan to provide tax
reclaim services as provided for in the Custody Agreement. The
meeting considered the form of the power of attorney and in particular the
indemnities contained in it. IT WAS RESOLVED that that power of
attorney be and it is hereby approved and that it be executed under seal
in accordance with the Company's
constitution.
|
........................................................................
Director
......................................................................
Secretary
APPENDIX A
Specimen
Fund Manager Mandate
TO: JPMORGAN
CHASE BANK, N.A.
GLOBAL
CUSTODY DIVISION
DATE:
____________________
Dear
Sirs,
Re:
Global Custody
for (the
"Customer").
We
warrant that we have been appointed by the Customer as its fund manager for the
account(s) listed below and that we have full authority from the Customer to
give instructions in respect of all transactions relating to the
account(s). We agree to indemnify and hold JPMorgan harmless for any
losses, costs or liabilities it or its agents incur as a result of any breach of
this warranty.
We set
out overleaf the names and specimen signatures of those individuals authorised
by us to operate accounts and give instructions on behalf of the Customer in
respect of the account(s).
JPMorgan
may accept and act on any instructions that have been verified in accordance
with a Security Procedure, as defined in the Global Custody Agreement between
JPMorgan and the Customer, or, if no such Security Procedure is applicable,
which JPMorgan believes in good faith to have been given by one of those
individuals listed below.
We
acknowledge that JPMorgan may record our telephone conversations and agree to
ensure that any codes, passwords or similar devices are reasonably
safeguarded.
Unless
specified otherwise, all persons authorised to give instructions shall be
authorised to give instructions in respect of all securities and cash accounts,
for foreign exchange, and shall be authorised to give instructions
notwithstanding that they may result in an overdraft on any cash
account.
Signed
for and on behalf of [Name of fund manager]
Signature:
Name:
Position:
Evidence
of Authority to sign this Letter is enclosed
ACCOUNT(S)
COVERED BY THIS MANDATE:
|
Full
Name and Official Position
|
Method
of Instruction*
|
Limitation
in Authority**
|
Telephone
Number
|
Specimen
Signature
|
**
**
“All”, “No limit” or similar phrases
would include authority to issue instructions relating to foreign
exchange.
SCHEDULE 5
Electronic
Access
|
|
1.
|
The
Bank shall permit the Customer and its Authorized Persons to access
electronically the applications and products listed on Exhibit 1 to this
Agreement (the “Products”). The Bank reserves the right to
modify this Schedule 5 and, subject to the terms and conditions of the
Agreement, the products and services available through the Products, upon
notice to the Customer. The Bank shall endeavour to give the Customer
reasonable notice of its termination or suspension of access hereunder to
any Product, but may do so immediately upon written notice to the Customer
if the Bank determines, in its sole discretion, that providing access to
such Product would violate Applicable Law or that the security or
integrity of such Product is at
risk.
|
|
|
2.
|
In
consideration of the fees paid by the Customer to the Bank and subject to
any applicable Software License Addendum in relation to Bank owned or
sublicensed Software provided for a particular Application, the Bank
grants to the Customer on the terms of this Schedule 5 a non-exclusive
license to use the Products and the information and data made available to
the Customer through the Products (the “Data”) for the sole use of the
Customer. The Customer may download the Data and print out hard
copies for its reference, provided that it does not remove any copyright
or other notices contained therein or any hyperlink or other reference to
any such notice.
|
|
|
3.
|
The
rights and obligations of the parties with respect to the provision of
certain cash products and services via the Products shall also be
governed, to the extent not governed by this Agreement, by the Bank’s
terms and conditions relating to such products and services, as the same
may be amended from time to time (the “Product Terms”). If and
to the extent that there is a conflict between the Product Terms and this
Schedule 5, the provisions of this Schedule 5 shall
prevail.
|
|
|
4.
|
The
Customer acknowledges that there are certain security, corruption,
transaction error and access availability risks associated with using open
networks such as the internet, and the Customer hereby expressly assumes
such risks. The Customer shall make its own independent
assessment of the adequacy of the internet and of the security procedures
made available by the Bank. The Customer acknowledges and
agrees that the selection and use by it of third party security and
communications software and third party service providers is the sole
responsibility of the Customer, and the Bank disclaims all risks related
thereto, notwithstanding that the Bank may recommend certain security
and/or communication software packages. All such software must
be interoperable with the Bank’s software. Each of the Customer
and the Bank shall be responsible for the proper functioning, maintenance
and security of its own systems, services, software and other
equipment.
|
|
|
5.
|
Notwithstanding
the other provisions of the Agreement, the Bank shall not be liable for
any Liabilities arising out of the use or unavailability of the Bank’s web
site or any means provided by the Bank of accessing the Products through
the Bank’s web site in the absence of the Bank’s gross negligence or
willful misconduct. Bank shall exercise reasonable care in the performance
of its duties under this Agreement in preventing such intrusion,
mechanical breakdowns or the failure of communication or power
supplies. Bank shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Customer in connection with
matters to which this Agreement relates, including losses resulting from
the occurrence of any virus, as defined in Section 1.2, except a loss from
bad faith, gross negligence, or willful misconduct on its part in the
performance of its duties under this
Agreement.
|
|
|
6.
|
The
Customer shall not use the Products to transmit (i) any virus, worm, or
destructive element or any programs or data that may be reasonably
expected to interfere with or disrupt the Products or servers connected to
the Products; (ii) material that violates the rights of another, including
but not limited to the intellectual property rights of another; and (iii)
“junk mail”, “spam”, “chain letters” or unsolicited mass distribution of
e-mail.
|
|
|
7.
|
The
Customer shall promptly and accurately designate in writing to the Bank
the geographic location of its users from time to time. The
Customer further represents and warrants to the Bank that the Customer
shall not access the service from any jurisdiction which the Bank informs
the customer or where the Customer has actual knowledge that the service
is not authorized for use due to local regulations or
laws. Prior to submitting any document which designates the
persons authorized to act on the Customer’s behalf, the Customer shall
obtain from each individual referred to in such document all necessary
consents to enable the Bank to process the data set out therein for the
purposes of providing the Products.
|
|
|
8.
|
The
Customer shall be responsible for the compliance of its Authorized Persons
with the terms of this Schedule 5.
|
EXHIBIT
1
Products
SCHEDULE
OF WORLDWIDE SECURITIES SERVICES APPLICATIONS AND SERVICES
Asset
Manager Client Reporting (AMCR)
Class
Actions
Corporate
Action Instructions
Compliance
Compliance
File Upload
DataXchange
File
Delivery/Messenger
Global
Consolidated Reporting (GCR)
Vault!
News
& Reference
Performance/Performance
Management
Reconciliation
Secure
eMail
Security
Administration
TITAN
Online
Transaction
initiation
Trustee
and Fiduciary Services
Views/Portfolio
Views/VIEWS Portfolio
Reporting
SCHEDULE
6
TRANSFER
OF ACCOUNTS
Xxxxxxx
National Asset Management - Corporate Cash Concentration
Xxxxxxx
National Asset Management - Money Market Fund Cash Concentration
Xxxxxxx
National Asset Management - TA Activity Cash Concentration
