MUTUAL FUND CUSTODY
AND SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS....................................................................1
ARTICLE I - CUSTODY PROVISION..................................................4
1. APPOINTMENT OF CUSTODIAN................................................4
2. CUSTODY OF CASH AND SECURITIES..........................................4
3. SETTLEMENT OF SERIES TRANSACTIONS.......................................9
4. LENDING OF SECURITIES...................................................9
5. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES...........................9
6. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES..................10
7. APPOINTMENT OF SUBCUSTODIANS...........................................12
8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT............................12
9. TAX OBLIGATIONS........................................................13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES ................................14
1. DELEGATION.............................................................14
2. CHANGES TO APPENDIX C..................................................14
3. Contracts..............................................................14
4. REPORTS TO BOARD.......................................................14
5. MONITORING SYSTEM......................................................14
6. STANDARD OF CARE.......................................................14
7. USE OF SECURITIES DEPOSITORIES.........................................15
ARTICLE III - INFORMATION SERVICES............................................15
1. RISK ANALYSIS..........................................................15
2. MONITORING OF SECURITIES DEPOSITORIES..................................15
3. USE OF AGENTS..........................................................15
4. EXERCISE OF REASONABLE CARE............................................15
5. LIABILITIES AND WARRANTIES.............................................15
ARTICLE IV - GENERAL PROVISION................................................16
1. COMPENSATION...........................................................16
2. INSOLVENCY OF FOREIGN CUSTODIANS.......................................16
3. LIABILITY FOR DEPOSITORIES.............................................16
4. DAMAGES................................................................16
5. INDEMNIFICATION; LIABILITY OF THE SERIES...............................16
6. FORCE MAJEURE..........................................................17
7. TERMINATION............................................................17
8. INSPECTION OF BOOKS AND RECORDS........................................17
9. MISCELLANEOUS..........................................................18
APPENDIX A. AUTHORIZED PERSONS...............................................22
APPENDIX B. TRUST OFFICERS...................................................23
APPENDIX C. SELECTED COUNTRIES...............................................24
EXHIBIT A. CUSTOMER IDENTIFICATION PROGRAM NOTICE............................26
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MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
THIS AGREEMENT, effective as of the twenty-sixth day of November, 2008,
is among Allianz Variable Insurance Products Trust (the "VIP Trust"), a
statutory trust organized under the laws of the State of Delaware having its
principal office and place of business at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000; Allianz Variable Insurance Products Fund of Funds Trust
(the "FOF Trust"), a statutory trust organized under the laws of the State of
Delaware having its principal office and place of business at 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, each severally and not jointly, and
The Bank of New York Mellon (the "Custodian"), a New York state chartered bank
with its principal place of business at Xxx Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
The VIP Trust and the FOF Trust are sometimes hereinafter referred to
individually as a "Trust" and together as the "Trusts."
W I T N E S S E T H:
WHEREAS, each of the Trusts is authorized to issue shares in separate
series with each such series representing interests in a separate portfolio of
securities and other assets, and the Trusts have each separately made the Series
listed on Appendix F subject to this Agreement (each such series, together with
all other series subsequently established by either Trust and made subject to
the Agreement in accordance with the terms hereof, shall be referred to as a
"Series" and collectively as the "Series");
WHEREAS, the Trusts and the Custodian desire to set forth their agreement
with respect to the custody of the Series' Securities and cash and the
processing of Securities transactions;
WHEREAS, the Board desires to delegate certain of its responsibilities
for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager;
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets, including those held by Foreign Custodians in the Selected Countries as
set forth in jurisdictions listed on Appendix C as set forth in Article II; and
WHEREAS, the Custodian agrees to perform the function of a Primary
Custodian under Rule 17f-7;
NOW THEREFORE, the Trusts and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, unless the context requires otherwise,
shall have the following meanings:
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1. "ACT": the Investment Company Act of 1940 and the Rules and Regulations
thereunder, all as amended from time to time.
2. "AGREEMENT": this agreement and any amendments.
3. "ASSETS": any of the Series' investments, including foreign currencies and
investments for which the primary market is outside the United States, and such
cash and cash equivalents as are reasonably necessary to effect the Series'
transactions in such investments.
4. "AUTHORIZED PERSON": the Chairman of the Trusts' Board, their President, and
any Vice President, Secretary, Treasurer or any other person, whether or not any
such person is an officer or employee of either Trust, duly authorized by the
Board to add or delete jurisdictions pursuant to Article II and to give
Instructions on behalf of a Series which is listed in the Certificate annexed
hereto as Appendix A or such other Certificate as may be received by the
Custodian from time to time.
5. "BOARD": the Board of Trustees (or the body authorized to exercise authority
similar to that of the board of directors of a corporation) of each of the
Trusts.
6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury book-entry system for
United States and federal agency Securities, its successor or successors and its
nominee or nominees.
7. "BUSINESS DAY": any day on which the Series, the Custodian, the Book-Entry
System and appropriate clearing corporation(s) are open for business.
8. "CERTIFICATE": any notice, instruction or other instrument in writing,
authorized or required by this Agreement to be given to the Custodian, which is
actually received by the Custodian and signed on behalf of a Series by an
Authorized Person or Persons designated by the Board to issue a Certificate.
9. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term set forth in Rule
17f-7(b)(1).
10."FOREIGN CUSTODIAN": (a) a banking institution or trust company incorporated
or organized under the laws of a country other than the United States, that is
regulated as such by the country's government or an agency of the country's
government; (b) a majority-owned direct or indirect subsidiary of a U.S. Bank or
bank-holding company; or (c) any entity other than a Securities Depository with
respect to which exemptive or no-action relief has been granted by the
Securities and Exchange Commission. For the avoidance of doubt, the term
"Foreign Custodian" shall not include Euroclear, Clearstream, Bank One or any
other transnational system for the central handling of securities or equivalent
book-entries regardless of whether or not such entities or their service
providers are acting in a custodial capacity with respect to Assets, Securities
or other property of the Series.
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11."FOREIGN CUSTODY MANAGER": the meaning set forth in Rule 17f-5(a)(3).
12."INSTRUCTIONS": (i) all directions to the Custodian from an Authorized Person
pursuant to the terms of this Agreement; (ii) all directions by or on behalf of
either Trust to the Custodian in its corporate capacity (or any of its
affiliates) with respect to contracts for foreign exchange; (iii) all directions
by or on behalf of either Trust pursuant to an agreement with Custodian (or any
of its affiliates) with respect to benefit disbursement services or information
or transactional services provided via a web site sponsored by the Custodian (or
any of its affiliates) (e.g., the "Workbench web site") and (iv) all directions
by or on behalf of either Trust pursuant to any other agreement or procedure
between the Custodian (or any of its affiliates) and the Trusts, if such
agreement or procedure specifically provides that authorized persons thereunder
are deemed to be authorized to give instructions under this Agreement.
Instructions shall be in writing, transmitted by first class mail, overnight
delivery, private courier, facsimile, or shall be an electronic transmission
subject to the Custodian's policies and procedures, other institutional delivery
systems or trade matching utilities as directed by an Authorized Person and
supported by the Custodian, or other methods agreed upon in writing by either
Trust and Custodian. The Custodian may, in its discretion, accept oral
directions and instructions from an Authorized Person and may require
confirmation in writing. However, where the Custodian acts on an oral direction
prior to receipt of a written confirmation, the Custodian shall not be liable if
a subsequent written confirmation fails to conform to the oral direction.
13."PRIMARY CUSTODIAN": the meaning set forth in Rule 17f-7(b)(2).
14."PROSPECTUS": a Series' current prospectus and statement of additional
information relating to the registration of the Shares under the Securities Act
of 1933, as amended.
15."RISK ANALYSIS": the analysis required under Rule 17f-7(a)(1)(i)(A).
16."RULES 17F-4, 17F-5 and 17F-7": such Rules as promulgated under Section 17(f)
of the Act, as such rules (and any successor rules or regulations) may be
amended from time to time.
17."SECURITY" or "SECURITIES": bonds, debentures, notes, stocks, shares,
evidences of indebtedness, shares of, or other interests in, mutual funds and
investment pools, and other securities, commodities, interests and investments
from time to time owned by the Series.
18."SECURITIES DEPOSITORY": a system for the central handling of securities as
defined in Rule 17f-4.
19."SELECTED COUNTRIES": the jurisdictions listed on Appendix C as such may be
amended from time to time in accordance with Article II.
20."SHARES": shares of each Series, however designated.
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ARTICLE I. - CUSTODY PROVISIONS
1. APPOINTMENT OF CUSTODIAN. Each Board, acting separately, hereby appoints,
and the Custodian accepts appointment as custodian of all the Securities and
monies at the time owned by or in the possession of the Series during the period
of this Agreement.
2. CUSTODY OF CASH AND SECURITIES.
a. Receipt and Holding of Assets. The Series will deliver or cause to be
delivered to the Custodian all Securities and monies owned by it at any time
during the period of this Custody Agreement. The Custodian will not be
responsible for such Securities and monies until actually received. The Board
specifically authorizes the Custodian to hold Securities, Assets or other
property of the Series with any domestic subcustodian, or Securities Depository,
and Foreign Custodians or Eligible Securities Depositories in the Selected
Countries as provided in Article II. Securities and monies of the Series
deposited in a Securities Depository or Eligible Securities Depositories will be
reflected in an account or accounts which include only assets held by the
Custodian or a Foreign Custodian for its customers.
b. Disbursements of Cash and Delivery of Securities. The Custodian shall
disburse cash or deliver out Securities only for the purposes listed below.
Instructions must specify or evidence the purpose for which any transaction is
to be made and the Series shall be solely responsible to assure that
Instructions are in accord with any limitations or restrictions applicable to
the Series.
(1) In payment for Securities purchased for the applicable Series;
(2) In payment of dividends or distributions with respect to
Shares;
(3) In payment for Shares which have been redeemed by the
applicable Series;
(4) In payment of taxes;
(5) When Securities are sold, called, redeemed, retired, or
otherwise become payable;
(6) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization, readjustment or other similar transactions;
(7) Upon conversion of Securities pursuant to their terms into
other securities;
(8) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
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(9) For the payment of interest, management or supervisory fees,
distributions or operating expenses;
(10) In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the applicable Series;
(11) In connection with any borrowings by the applicable Series
or short sales of securities requiring a pledge of Securities, but only against
receipt of amounts borrowed;
(12) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall reflect any
restrictions applicable to the Series;
(13) For the purpose of redeeming Shares of the capital stock of
the applicable Series and the delivery to, or the crediting to the account of,
the Custodian or the applicable Series' transfer agent, such Shares to be
purchased or redeemed;
(14) For the purpose of redeeming in kind Shares of the
applicable Series against delivery to the Custodian, its Subcustodian or the
Customer Series' transfer agent of such Shares to be so redeemed;
(15) For delivery in accordance with the provisions of any
agreement among either or both Trusts, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a
member of The National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by either or both Trusts. The Custodian will act only in
accordance with Instructions in the delivery of Securities to be held in escrow
and will have no responsibility or liability for any such Securities which are
not returned promptly when due other than to make proper requests for such
return;
(16) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities or related
transactions;
(17) Upon the termination of this Agreement; and
(18) For other proper purposes as may be specified in
Instructions issued by an Authorized Person of either Trust which shall include
a statement of the purpose for which the delivery or payment is to be made, the
amount of the payment or specific Securities to be delivered, the name of the
person or persons to whom delivery or payment is to be made, and a Certificate
stating that the purpose is a proper purpose under the instruments governing the
relevant Trust.
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(19) For delivery of Securities or monies of the Trust as set
forth under Article I, Section 7.
c. Actions Which May be Taken Without Instructions. Unless an
Instruction to the contrary is received, the Custodian shall:
(1) Collect all income due or payable, provided that the Custodian
shall not be responsible for the failure to receive payment of (or late payment
of) distributions or other payments with respect to Securities or other property
held in the account;
(2) Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or otherwise become
payable. Notwithstanding the foregoing, the Custodian shall have no
responsibility to the Series for monitoring or ascertaining any call, redemption
or retirement dates with respect to put bonds or similar instruments which are
owned by the Series and held by the Custodian or its nominees where such dates
are not published in sources routinely used by the Custodian. Nor shall the
Custodian have any responsibility or liability to the Series for any loss by the
Series for any missed payments or other defaults resulting therefrom, unless the
Custodian received timely notification from the Series specifying the time,
place and manner for the presentment of any such put bond owned by the Series
and held by the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability for the accuracy or completeness of any
notification the Custodian may furnish to the Series with respect to put bonds
or similar instruments;
(3) Surrender Securities in temporary form for definitive
Securities;
(4) Hold directly, or through a Securities Depository with respect
to Securities therein deposited, for the account of the applicable Series all
rights and similar Securities issued with respect to any Securities held by the
Custodian hereunder for that Series;
(5) Submit or cause to be submitted to the applicable Series or its
investment advisor as designated by the relevant Trust information actually
received by the Custodian regarding ownership rights, including proxies
pertaining to property held for the applicable Series, and any other information
or documents which, under the ordinary procedures of the Custodian, are
forwarded to the beneficial owner of the property;
(6) Deliver or cause to be delivered any Securities held for the
applicable Series in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the exercise of any
conversion privilege;
(7) Deliver or cause to be delivered any Securities held for the
applicable Series to any protective committee, reorganization committee or other
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person in connection with the reorganization, refinancing, merger, consolidation
or recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of deposit, interim receipts
or other instruments or documents as may be issued to it to evidence such
delivery;
(8) Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the applicable Series and take such other steps
as shall be stated in Instructions to be for the purpose of effectuating any
duly authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the applicable Series;
(9) Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities entered into by the
Series;
(10) Deliver Securities owned by the applicable Series to the
issuer thereof or its agent when such Securities are called, redeemed, retired
or otherwise become payable; provided, however, that in any such case the cash
or other consideration is to be delivered to the Custodian. Notwithstanding the
foregoing, the Custodian shall have no responsibility to the Series for
monitoring or ascertaining any call, redemption or retirement dates with respect
to the put bonds or similar instruments which are owned by the Series and held
by the Custodian or its nominee where such dates are not published in sources
routinely used by the Custodian. Nor shall the Custodian have any
responsibility or liability to the Series for any loss by the Series for any
missed payment or other default resulting therefrom unless the Custodian
received timely notification from the Series specifying the time, place and
manner for the presentment of any such put bond owned by the Series and held by
the Custodian or its nominee. The Custodian shall not be responsible and
assumes no liability to the Series for the accuracy or completeness of any
notification the Custodian may furnish to the applicable Series with respect to
put bonds or similar investments;
(11) Endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of the applicable
Series;
(12) Report the asset positions of a Series as of such dates as
the relevant Trust and the Custodian may agree upon, in accordance with methods
consistently followed and uniformly applied. It is hereby expressly
acknowledged and agreed that any asset values that may be reflected in any such
report shall be furnished by the Custodian solely on an accommodation basis and
is provided to or for the benefit of the relevant Trust (or the relevant Trust's
service provider or agent) as general information and is not intended to be a
comprehensive summary or report of the value of the assets comprising a Series.
No representation is made by the Custodian as to the accuracy or completeness of
any such values. The Custodian does not undertake any duty or responsibility to
notify or otherwise provide any updates or other revisions with respect to any
such values. It is hereby further expressly acknowledged and agreed that the
Custodian shall not be liable for any loss, cost, damage, expense, liability or
claim directly or indirectly relating to any such values reflected on any such
report for a Series provided by the Custodian; and
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(13) Execute any and all documents, agreements or other
instruments and take all actions as may be necessary or desirable for the
accomplishment of the purposes of this Agreement.
d. Confirmation and Statements. Promptly after the close of business on
each day, the Custodian shall furnish each Series with confirmations and a
summary of all transfers to or from the account of the Series during the day.
Where securities purchased by a Series are in a fungible bulk of securities
registered in the name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of a Securities Depository, the Custodian shall
by book-entry or otherwise identify the quantity of those securities belonging
to that Series. At least monthly, the Custodian shall furnish each Series with
a detailed statement of the Securities and monies held for the Series under this
Custody Agreement.
e. Registration of Securities. The Custodian is authorized to hold all
Securities, Assets, or other property of each Series in nominee name, in bearer
form or in book-entry form. The Custodian may register any Securities, Assets
or other property of each Series in the name of the relevant Trust or the
Series, in the name of the Custodian, any domestic subcustodian, or Foreign
Custodian, in the name of any duly appointed registered nominee of such entity,
or in the name of a Securities Depository or its successor or successors, or its
nominee or nominees. The Trusts agree to furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee or in the name of
a Securities Depository, any Securities which it may hold for the account of the
applicable Series and which may from time to time be registered in the name of
the relevant Trust or the applicable Series.
f. Segregated Accounts. Upon receipt of Instructions, the Custodian
will, from time to time establish segregated accounts on behalf of the
applicable Series to hold and deal with specified assets as shall be directed.
g. Notice of Rights or Discretionary Actions. The custodian shall notify
the Trusts of rights or discretionary actions with respect to Securities held
hereunder, and of the date or dates by which such rights must be exercised or
such action must be taken, provided that the Custodian has actually received,
from the issuer or the relevant Depository (with respect to Securities issued in
the United States) or from the relevant subcustodian, Foreign Depository, or a
nationally or internationally recognized bond or corporate action service to
which the Custodian subscribes, timely notice of such rights or discretionary
corporate action and of the date or dates such rights must be exercised or such
action must be taken. Absent the custodian's actual receipt of such notice the
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Custodian shall have no liability for failing to so notify the Trust.
h. Voting Rights. All voting rights with respect to Securities, however
registered, shall be exercised by the Trust or its designee(s). The Custodian
will make available to the Trusts proxy voting services upon the request of, and
for the jurisdictions selected by, the Trust in accordance with terms and
conditions to be mutually agreed upon by the Custodian and the Trusts.
1. SETTLEMENT OF SERIES TRANSACTIONS.
a. Customary Practices. Settlement of transactions may be effected in
accordance with trading and processing practices customary in the jurisdiction
or market where the transaction occurs. The Trusts acknowledge that this may,
in certain circumstances, require the delivery of cash or Securities (or other
property) without the concurrent receipt of Securities (or other property) or
cash. In such circumstances, the Custodian shall have no responsibility for
nonreceipt of payments (or late payment) or nondelivery of Securities or other
property (or late delivery) by the counterparty.
b. Contractual Income. The Custodian shall credit the applicable Series,
in accordance with the Custodian's standard operating procedure, with income and
maturity proceeds on securities on contractual payment date net of any taxes or
upon actual receipt. To the extent the Custodian credits income on contractual
payment date, the Custodian may reverse such accounting entries to the
contractual payment date if the Custodian reasonably believes that such amount
will not be received.
c. Contractual Settlement. The Custodian will attend to the settlement
of securities transactions in accordance with the Custodian's standard operating
procedure, on the basis of either contractual settlement date accounting or
actual settlement date accounting. To the extent the Custodian settles certain
securities transactions on the basis of contractual settlement date accounting,
the Custodian may reverse to the contractual settlement date any entry relating
to such contractual settlement if the Custodian reasonably believes that such
amount will not be received.
1. LENDING OF SECURITIES. The Custodian may lend the assets of the Series of
the VIP Trust in accordance with the terms and conditions of a separate
securities lending agreement, approved by the VIP Trust.
2. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES.
a. No trustee or agent of either Trust, and no officer, director,
employee or agent of either Trust's investment adviser, of any sub-investment
adviser of either Trust, or of either Trust's administrator, shall have physical
access to the assets of the Series held by the Custodian or be authorized or
permitted to withdraw any investments of the Series, nor shall the Custodian
deliver any assets of the Series to any such person. No officer, director,
employee or agent of the Custodian who holds any similar position with either
Trust's investment adviser, with any sub-investment adviser of either Trust or
with either Trust's administrator shall have access to the assets of the Series.
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b. Nothing in this Section 5 shall prohibit any duly authorized officer,
employee or agent of either Trust, or any duly authorized officer, director,
employee or agent of the investment adviser, of any sub-investment adviser of
the Series or of the Series' administrator, from giving Instructions to the
Custodian or executing a Certificate so long as it does not result in delivery
of or access to assets of the Series prohibited by paragraph (a) of this Section
5.
1. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES.
a. Standard of Care. The Custodian shall be required to exercise
reasonable care with respect to its duties under this Agreement unless otherwise
provided.
(1) Notwithstanding any other provision of this Custody Agreement,
the Custodian shall not be liable for any loss or damage, including counsel
fees, resulting from its action or omission to act or otherwise, except for any
such loss or damage arising out of the negligence or willful misconduct of the
Custodian.
(2) The Custodian may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Fund or of its own counsel,
at the expense of the Fund, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion.
b. Scope of Duties. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and shall
not be liable for:
(1) The acts or omissions of any agent appointed pursuant to
Instructions of either Trust or its investment advisor including, but not
limited to, any broker-dealer or other entity to hold any Securities or other
property of either Trust as collateral or otherwise pursuant to any investment
strategy;
(2) The title, genuineness or validity of the issue of any
Securities purchased by the Series, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
(3) The legality of the sale of any Securities by the Series or the
propriety of the amount for which the same are sold;
(4) The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
(5) The legality of the redemption of any Shares, or the propriety
of the amount to be paid therefore;
(6) The legality of the declaration or payment of any distribution
of the Series; or
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(7) The legality of any borrowing for temporary administrative or
emergency purposes.
c. No Liability Until Receipt. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not represented by any
check, draft, or other instrument for the payment of money, received by it on
behalf of the Series until the Custodian actually receives and collects such
money.
d. Amounts Due from Transfer Agent. The Custodian shall not be required
to effect collection of any amount due to the Series from the Series' transfer
agent nor be required to cause payment or distribution by such transfer agent of
any amount paid by the Custodian to the transfer agent.
e. Collection Where Payment Refused. The Custodian shall not be required
to take action to effect collection of any amount, if the Securities upon which
such amount is payable are in default, if payment is refused after due demand or
presentation, or with respect to any insolvency or similar proceeding, unless
and until it shall be directed to take such action and it shall be assured to
its satisfaction of reimbursement of its related costs and expenses.
f. No Duty to Ascertain Authority. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time delivered to
or held by it for the Series are such as may properly be held by the Series
under the provisions of its governing instruments or Prospectus.
g. Reliance on Instructions. The Custodian shall be entitled to rely
upon any Instruction, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be genuine and to be
signed by an officer or Authorized Person of the Series. Where the Custodian is
issued Instructions orally, the Series acknowledge that if written confirmation
is requested, the validity of the transactions or enforceability of the
transactions authorized by the Series shall not be affected if such confirmation
is not received or is contrary to oral Instructions given. The Custodian shall
be fully protected in acting in accordance with all such Instructions and in
failing to act in the absence thereof. The Custodian shall be under no duty to
question any direction of an Authorized Person with respect to the portion of
the account over which such Authorized Person has authority, to review any
property held in the account, to make any suggestions with respect to the
investment and reinvestment of the assets in the account, or to evaluate or
question the performance of any Authorized Person. The Custodian shall not be
responsible or liable for any diminution of value of any securities or other
property held by the Custodian or its subcustodians pursuant to Instructions.
In following Instructions, the Custodian shall be fully protected and shall not
be liable for the acts or omissions of any person or entity not selected or
retained by the Custodian in its sole discretion, including but not limited to,
any broker-dealer or other entity designed by either Trust or Authorized Person
to hold property of the account as collateral or otherwise pursuant to an
investment strategy.
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1. APPOINTMENT OF SUBCUSTODIANS; TRANSFER OF ASSETS TO SUBCUSTODIANS OR
BROKERS.
a. Appointment of Subcustodians. The Custodian is hereby authorized
to appoint one or more domestic subcustodians (which may be an affiliate of the
Custodian) to hold Securities and monies at any time owned by the Series.
Unless the Custodian has received a Certificate or Instructions to the contrary,
the Custodian shall hold Securities indirectly through a subcustodian only if
(i) the Securities are not subject to any right, charge, security interest,
lien, or claim of any kind in favor of such subcustodian or its creditors or
operators, including a receiver or trustee in bankruptcy or similar authority,
except for a claim of payment for the safe custody or administration of
Securities on behalf of the relevant Trust by such subcustodian, and (ii)
beneficial ownership of the Securities is freely transferable without the
payment of money or value other than for safe custody or administration. No
such appointment shall discharge the Custodian from its obligations under this
agreement.
b. Transfer of Assets. The Custodian is hereby authorized when acting
pursuant to Instructions to: 1) place assets with any Foreign Custodian located
in a jurisdiction which is not a Selected Country and with Euroclear,
Clearstream, Banc One or any other transnational depository; and 2) settle or
place assets with a broker or any such domestic subcustodian or Foreign
Custodian in connection with derivative transactions of any kind, including
futures, options, short selling, swaps or other transactions. When acting
pursuant to such Instructions, the Custodian shall not be liable for the acts or
omissions of any such broker, subcustodian or Foreign Custodian.
2. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the Custodian
receives Instructions to make payments or transfers of monies on behalf of the
Series for which there would be, at the close of business on the date of such
payment or transfer, insufficient monies held by the Custodian on behalf of the
Series, the Custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Series in an amount sufficient to allow the completion of
such payment or transfer. Any Overdraft provided hereunder: (a) shall be
payable on the next Business Day, unless otherwise agreed by the Series and the
Custodian; and (b) shall accrue interest from the date of the Overdraft to the
date of payment in full by the Series at a rate agreed upon from time to time by
the Custodian and the Series or, in the absence of specific agreement, by such
rate as charged to other customers of Custodian under procedures uniformly
applied. The Custodian and the Series acknowledge that the purpose of such
Overdraft is to temporarily finance the purchase of Securities for prompt
delivery in accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange contracts or to meet
other unanticipated Series expenses. The Custodian shall promptly notify the
Series (an "Overdraft Notice") of any Overdraft. To secure payment of any
12
Overdraft and related interest and expenses, the Series hereby grants to the
Custodian a first priority security interest in and right of setoff against the
Securities and cash in the Series' account, including all income, substitutions
and proceeds, whether now owned or hereafter acquired (the "Collateral"), in the
full amount of such Overdraft, interest and expenses; provided that the Series
does not grant the Custodian a security interest in any Securities issued by an
affiliate of the Custodian (as defined in Section 23A of the Federal Reserve
Act). The Custodian and the Series intend that, as the securities intermediary
with respect to the Collateral, the Custodian's security interest shall
automatically be perfected when it attaches. Should the Series fail to pay
promptly any amounts owed hereunder, the Custodian shall be entitled to use
available cash in the Series' account and to liquidate Securities in the account
as necessary to meet the Series' obligations relating to such Overdraft and
related interest. In any such case, and without limiting the foregoing, the
Custodian shall be entitled to take such other actions(s) or exercise such other
options, powers and rights as the Custodian now or hereafter has as a secured
creditor under the New York Uniform Commercial Code or any other applicable law.
3. TAX OBLIGATIONS. For purposes of this Agreement, "Tax Obligations" shall
mean taxes, withholding, certification and reporting requirements, claims for
exemptions or refund, interest, penalties, additions to tax and other related
expenses. To the extent that the Custodian has received relevant and necessary
information with respect to the account, the Custodian shall perform the
following services with respect to Tax Obligations:
a. The Custodian shall file claims for exemptions, reductions, or refunds
with respect to withheld foreign (non-U.S.) taxes in instances in which such
claims are appropriate upon receipt of sufficient information;
b. The Custodian shall withhold appropriate amounts, as required by U.S.
tax laws, with respect to amounts received on behalf of nonresident aliens upon
receipt of Instructions; and
c. The Custodian shall provide to the Trusts or the Authorized Person
such information received by the Custodian which could, in the Custodian's
reasonable belief, assist the Trusts or the Authorized Person in the submission
of any reports or returns with respect to Tax Obligations. The Trusts shall
inform the Custodian in writing as to which party or parties shall receive
information from the Custodian.
d. Custodian shall, or shall instruct the applicable Subcustodian or
withholding agent to, withhold the amount of any Tax Obligation which is
required to be withheld under applicable law upon collection of any dividend,
interest or other distribution made with respect to any Security and any
proceeds or income from the sale, loan or other transfer of any Security.
e. The Custodian shall provide such other services with respect to Tax
Obligations, including preparation and filing of tax returns and reports and
payment of amounts due (to the extent funded), as requested by the Trusts and
agreed to by the Custodian in writing. The Custodian shall have no independent
obligation to determine the existence of any information with respect to, or the
extent of, any Tax Obligations now or hereafter imposed on the Trusts or the
account by any taxing authority. Except as specifically provided herein or
agreed to in writing by the Custodian, the Custodian shall have no obligations
or liability with respect to Tax Obligations, including, without limitation, any
13
obligation to file or submit returns or reports with any state, foreign or other
taxing authorities.
In connection with making payments to service providers pursuant to
Instructions, the Trusts acknowledge that the Custodian is acting as a paying
agent and not as the payor, for tax information reporting and withholding
purposes.
ARTICLE II. - FOREIGN CUSTODY MANAGER SERVICES
1. DELEGATION. The Board delegates to, and the Custodian hereby agrees to
accept responsibility as the Trusts' Foreign Custody Manager for selecting,
contracting with and monitoring Foreign Custodians in Selected Countries set
forth in Appendix C in accordance with Rule 17f-5(c).
2. CHANGES TO APPENDIX C. Appendix C may be amended by written agreement from
time to time to add or delete jurisdictions by written agreement signed by an
Authorized Person of the relevant Trust and the Custodian, but the Custodian
reserves the right to delete jurisdictions upon reasonable notice to the Series.
3. CONTRACTS. All arrangements with Foreign Custodians will be governed by a
written contract that the Custodian has determined will provide reasonable care
for Assets based on the standards specified in Rule 17f-5(c)(1), and any such
contract will comply with all requirements set forth in Rule 17f-5(c)(2).
4. REPORTS TO BOARD. Custodian shall provide written reports notifying the
Board of the placement of Assets with a particular Foreign Custodian and of any
material change in a Series' foreign custody arrangements. Such reports shall be
provided to the Board quarterly, except as otherwise agreed by the Custodian and
the Trusts.
5. MONITORING SYSTEM. In each case in which the Custodian has exercised
delegated authority to place Assets with a Foreign Custodian, the Custodian
shall establish a system, to re-assess or re-evaluate selected Foreign
Custodians, at least annually in accordance with Rule 17f-5(c)(3). If, in the
ordinary course of monitoring Foreign Custodians, it is determined at any time,
that the arrangement with a Foreign Custodian no longer meets the requirement of
Rule 17f-5(c)(3), the Custodian will notify the relevant Trust thereof and will
withdraw the Assets from the Foreign Custodian as soon as reasonably practicable
following receipt of Instructions.
6. STANDARD OF CARE. In exercising the delegated authority under this Article
II of the Agreement, the Custodian agrees to exercise reasonable care, prudence
and diligence such as a person having responsibility for the safekeeping of the
Assets would exercise in like circumstances. Contracts with Foreign Custodians
shall provide for reasonable care for Assets based on the standards applicable
to Foreign Custodians in the Selected Country. In making this determination,
14
the Custodian shall comply with the provisions of Rule 17f-5(c)(1) and (2).
7. USE OF SECURITIES DEPOSITORIES. In exercising its delegated authority, the
Custodian may assume that the Series and its investment adviser have determined,
pursuant to Rule 17f-7, that the depository provides reasonable safeguards
against custody risks, if a Series decides to place and maintain foreign assets
with any Securities Depository as to which the Custodian has provided a Risk
Analysis to the Trusts on behalf of such Series with a Risk Analysis. If, at
any time, a custody arrangement with a Securities Depository no longer meets the
requirements of Rule 17f-7, the Custodian agrees to notify the relevant Trust
thereof and will withdraw the Trusts' foreign assets from the depository as soon
as reasonably practicable following receipt of Instructions.
ARTICLE III. - INFORMATION SERVICES
1. RISK ANALYSIS. The Custodian will provide the relevant Trust on behalf of
the Series with a Risk Analysis with respect to Securities Depositories
operating in the countries listed in Appendix C. If the Custodian is unable to
provide a Risk Analysis with respect to a particular Securities Depository, it
will notify the relevant Trust on behalf of the Series. If a new Securities
Depository commences operation in one of the Appendix C countries, the Custodian
will provide the relevant Trust on behalf of the Series with a Risk Analysis in
a reasonably practicable time after such Securities Depository becomes
operational. If a new country is added to Appendix C, the Custodian will
provide the relevant Trust on behalf of the Series with a Risk Analysis with
respect to each Securities Depository in that country within a reasonably
practicable time after the addition of the country to Appendix C.
2. MONITORING OF SECURITIES DEPOSITORIES. The Custodian will monitor the
custody risks associated with maintaining assets with each Securities Depository
for which it has provided the relevant Trust on behalf of the Series with a Risk
Analysis as required under Rule 17f-7. The Custodian will promptly notify the
relevant Trust on behalf of the Series or its investment adviser of any material
change in these risks.
3. USE OF AGENTS. The Custodian may employ agents, including, but not limited
to Foreign Custodians, to perform its responsibilities under Sections 1 and 2
above.
4. EXERCISE OF REASONABLE CARE. The Custodian will exercise reasonable care,
prudence, and diligence in performing its responsibilities under this Article
III. With respect to the Risk Analyses provided or monitoring performed by an
agent, the Custodian will exercise reasonable care in the selection of such
agent, and shall be entitled to rely upon information provided by agents so
selected in the performance of its duties and responsibilities under this
Article III.
5. LIABILITIES AND WARRANTIES. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to the accuracy of information provided to it by
third parties. Due to the nature and source of information, and the necessity
15
of relying on various information sources, most of which are external to the
Custodian, the Custodian shall have no liability for its reasonable direct or
indirect use of such information.
ARTICLE IV. - GENERAL PROVISIONS
1. COMPENSATION.
a. Each of the Trusts will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set forth in a
separate Fee Schedule which schedule may be modified by the Custodian upon not
less than sixty days prior written notice to the Trusts.
b. The Custodian will xxxx the relevant Trust as soon as practicable
after the end of each calendar month. The relevant Trust will promptly pay to
the Custodian the amount of such billing.
c. If not paid directly or timely by the relevant Trust, the Custodian
may charge against assets held on behalf of the Series compensation and any
expenses incurred by the Custodian in the performance of its duties pursuant to
this Agreement. The Custodian shall also be entitled to charge against assets
of the Series the amount of any loss, damage, liability or expense incurred with
respect to the Series, including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement. The expenses which the
Custodian may charge include, but are not limited to, the expenses of domestic
subcustodians and Foreign Custodians incurred in settling specific transactions.
2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be responsible for
losses or damages suffered by the Series arising as a result of the insolvency
of a Foreign Custodian only to the extent that the Custodian failed to comply
with the standard of care set forth in Article II with respect to the selection
and monitoring of such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be responsible for any
losses resulting from the deposit or maintenance of Securities, Assets or other
property of the Series with a Securities Depository.
4. DAMAGES. Under no circumstances shall either party be liable for any
indirect, consequential or special damages arising under or in connection with
this Agreement.
5. INDEMNIFICATION; LIABILITY OF THE SERIES.
a. The Trusts shall indemnify and hold the Custodian harmless from all
liability and costs, including reasonable counsel fees and expenses, relating to
or arising out of the performance of the Custodian's obligations under this
Agreement except to the extent resulting from the Custodian's negligence or
willful misconduct. This provision shall survive the termination of this
Agreement.
16
b. The Series and the Custodian agree that the obligations of each of the
Trusts under this Agreement shall not be binding upon any of the trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Series, individually, but are binding only upon the assets and
property of the relevant Trust.
1. FORCE MAJEURE. Notwithstanding anything in this Agreement to the contrary
contained herein, the Custodian shall not be responsible or liable for its
failure to perform under this Agreement or for any losses to the account
resulting from any event beyond the reasonable control of the Custodian, its
agents or subcustodians. This provision shall survive the termination of this
Agreement
2. TERMINATION.
a. Either party may terminate this Agreement by giving the other party
sixty (60) days notice in writing, specifying the date of such termination. In
the event notice is given by the Trusts, it shall be accompanied by a
Certificate evidencing the vote of the Trusts' Board to terminate this Agreement
and designating a successor.
b. In the event notice of termination is given by the Custodian, the
Trusts shall, on or before the termination date, deliver to the Custodian a
Certificate evidencing the vote of the Board designating a successor custodian.
In the absence of such designation, the Custodian may designate a successor
custodian, which shall be a person qualified to so act under the Act and any
other reasonable requirements in the governing documents of the Trusts of which
Custodian has been particularly advised in writing by an Authorized Person for
the Trusts. If the Trusts fail to designate a successor custodian, the Trusts
shall, upon the date specified in the notice of termination, and upon the
delivery by the Custodian of all Securities and monies then owned by the Trusts,
be deemed to be its own custodian and the Custodian shall thereby be relieved of
all duties and responsibilities under this Agreement other than the duty with
respect to Securities held in the Book-Entry System which cannot be delivered to
the Trusts.
c. Upon termination of the Agreement, the Custodian shall, upon receipt
of a notice of acceptance by the successor custodian, deliver to the successor
all Securities and monies then held by the Custodian on behalf of the Series,
after deducting all fees, expenses and other amounts owed.
d. In the event of a dispute following the termination of this Agreement,
all relevant provisions shall be deemed to continue to apply to the obligations
and liabilities of the parties.
1. INSPECTION OF BOOKS AND RECORDS. The books and records pertaining to the
Trusts that are in possession of the Custodian shall be deemed the property of
the Trusts. Such books and records shall be prepared and maintained as agreed
with the relevant Trust to facilitate its compliance with the Act and the rules
thereunder. The books and records of the Custodian directly related to a Trust
17
shall be open to inspection and audit at reasonable times by officers and
auditors employed by such Trust at its own expense and with prior written notice
to the Custodian, and by the appropriate employees of the Securities and
Exchange Commission. Upon the reasonable request of a Trust, copies of any such
books and records shall be provided by the Custodian to such Trust or its
authorized representative(s). Upon the reasonable request of a Trust, the
Custodian shall provide in hard copy or on computer disc any records included in
any such delivery that are maintained by the Custodian on a computer disc, or
are similarly maintained.
2. MISCELLANEOUS.
a. Appendix A is a Certificate signed by the Secretary of the Trusts
setting forth the names and the signatures of Authorized Persons. The Trusts
shall furnish a new Certificate when the list of Authorized Persons is changed
in any way. Until a new Certificate is received, the Custodian shall be fully
protected in acting upon Instructions from Authorized Persons as set forth in
the last delivered Certificate.
b. Appendix B is a Certificate signed by the Secretary of the Trusts
setting forth the names and the signatures of the present officers of the
Trusts. The Trusts agree to furnish to the Custodian a new Certificate when any
changes are made. Until a new Certificate is received, the Custodian shall be
fully protected in relying upon the last delivered Certificate.
c. Any required written notice or other instrument shall be sufficiently
given if addressed to the Custodian or the Trusts as the case may be and
delivered to it at its offices at:
The Custodian:
The Bank of New York Mellon
000 Xxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
The VIP Trust:
Allianz Variable Insurance Products Trust
0000 Xxxxxx Xxxxx Xx.
Xxxxxxxxxxx, XX 00000-0000
Attn. Xxxxx Xxxxxx
18
The FOF Trust:
Allianz Variable Insurance Products Trust
0000 Xxxxxx Xxxxx Xx.
Xxxxxxxxxxx, XX 00000-0000
Attn. Xxxxx Xxxxxx
or at such other place as the parties may from time to time designate to
the other in writing.
d. This Agreement may not be amended or modified except by a written
agreement executed by both parties, except that Appendix A and Appendix B need
be signed only by the Trusts.
e. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trusts without the written consent
of the Custodian, or by the Custodian without the written consent of the Trusts
authorized or approved by a vote of the Board, provided, however, that the
Custodian may assign the Agreement or any function thereof to any corporation or
entity which directly or indirectly is controlled by, or is under common control
with, the Custodian and any other attempted assignment without written consent
shall be null and void.
f. Nothing in this Agreement shall give or be construed to give or confer
upon any third party any rights hereunder.
g. The Custodian represents that it is a U.S. Bank within the meaning of
paragraph (a)(7) of Rule 17f-5.
h. The Trusts acknowledge and agree that, except as expressly set forth
in this Agreement, the Trusts are solely responsible to assure that the
maintenance of the Series' Securities and cash hereunder complies with
applicable laws and regulations, including without limitation the Act and the
rules and regulations promulgated thereunder and applicable interpretations
thereof or exemptions therefrom. The Trusts represent that they have determined
that it is reasonable to rely on Custodian to perform the responsibilities
delegated pursuant to this Agreement.
i. This Agreement shall be construed in accordance with the laws of the
State of New York.
j. The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
k. Each party represents to the other that it has all necessary power and
authority, and has obtained any consent or approval necessary to permit it, to
19
enter into and perform this Agreement and that the execution, delivery and
performance of this Agreement does not violate, give rise to a default or right
of termination under or otherwise conflict with any applicable law, regulation,
ruling, decree or other governmental authorization or any contract to which it
is a party or by which any of its assets is bound. Each party represents and
warrants that the individual executing this Agreement on its behalf has the
requisite authority to bind the VIP Trust, the FOF Trust or the Custodian to
this Agreement. The Trusts have received and read the "Customer Identification
Program Notice", a copy of which is attached to this Agreement as Exhibit A.
l. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
[Remainder of page intentionally left blank]
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Muencgh
Title: Vice President
ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK MELLON
By: /s/ Xxxxxxx X Xxxxxx
Name: Xxxxxxx X Xxxxxx
Title: Vice President
21
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, H. Xxxxx xxx Xxxxx, the Assistant Secretary of Allianz Variable
Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds
Trust, each of which is a statutory trust organized under the laws of the State
of Delaware (the "Trust"), do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
to give Instructions on behalf of each of the Trusts and each Series thereof and
the specimen signatures set forth opposite their respective names are their true
and correct signatures:
NAME SIGNATURE
Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxx
Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
Xxxx Xxxxxx /s/ Xxxx Xxxxxx
By: /s/ H. Xxxxx xxx Xxxxx
Assistant Secretary
Dated:
22
APPENDIX B
TRUST OFFICERS
I, H. Xxxxx xxx Xxxxx, the Assistant Secretary of Allianz Variable
Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds
Trust, each of which is a statutory trust organized under the laws of the State
of Delaware (the "Trust"), do hereby certify that:
The following individuals serve in the following positions with each of
the Trusts and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the relevant Trust's
governing instrument and the specimen signatures set forth opposite their
respective names are their true and correct signatures:
Name Position Signature
Xxxxxxx X. Xxxxxx Chairman of the Board /s/ Xxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx President /s/ Xxxxxxx Xxxxxx
Xxxx Xxxxxx Treasurer /s/ Xxxx Xxxxxx
Xxxxxxx X. Xxxxxx Secretary /s/ Xxxxxxx Xxxxxx
Xxxxx Xxxxxx Vice President /s/ Xxxxx Xxxxxx
Xxxx Xxxxxx Vice President - Operations/s/ Xxxx Xxxxxx
By: H. Xxxxx xxx Xxxxx
Assistant Secretary
Dated:
23
APPENDIX C
SELECTED COUNTRIES
Argentina
Australia
Austria
Bahrain
Bangladesh
Belgium
Bermuda
Botswana
Brazil
Bulgaria
Canada
Cayman Islands
Chile
China
Colombia
Croatia
Cyprus
Czech Republic
Denmark
Ecuador
Egypt
Estonia
Euroclear
Finland
France
Germany
Ghana
Greece
Hong Kong
Hungary
Iceland
India
Indonesia
Ireland
Israel
Italy
Xxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxx
Xxxxxx
Lebanon
Xxxxxxxxx
00
Xxxxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxxxxx
New Zealand
Norway
Oman
Pakistan
Peru
Philippines
Poland
Portugal
Qatar
Romania
Russia
Saudi Arabia
Serbia
Singapore
Slovak Republic
Slovenia
South Africa, Republic of
South Korea, Republic of
Spain
Sri Lanka
Sweden
Switzerland
Taiwan - The Republic of China
Thailand
Tunisia
Turkey
Uganda
Ukraine
United Arab Emirates
United Kingdom
United States of America
Uruguay
Venezuela
Vietnam
Zambia
Zimbabwe
25
EXHIBIT A
CUSTOMER IDENTIFICATION PROGRAM NOTICE
CUSTOMER IDENTIFICATION PROGRAM NOTICE
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering
activities, all financial institutions are required by law to obtain, verify and
record information that identifies each individual or entity that opens an
account.
What this means for you: When you open an account, we will ask you for
your name, address, taxpayer or other government identification number and other
information, such as date of birth for individuals, that will allow us to
identify you. We may also ask to see identification documents such as a
driver's license, passport or documents showing existence of the entity.
Rev. 09/03
26
