EX-99.77Q1
Sub-item 77Q1(e): Agreements on Implementing the
Guidelines on Outsourcing issued by the Monetary
Authority of Singapore 27 July 2016 with each of
Aberdeen Asset Management Limited & Aberdeen Asset
Managers Limited
15 September 2017
Aberdeen Asset Management Limited
Level 10
000 Xxxxxx Xxxxxx
Xxxxxx
XXX 0000
Dear Sirs
Agreement on Implementing the Guidelines on
Outsourcing issued by the Monetary Authority of
Singapore on 27 July 2016
1. Aberdeen Asset Management Asia Limited
("AAMAL") and Aberdeen Asset Management
Limited ("AAML") have entered into
investment advisory agreements (the
"Agreements") in respect of Aberdeen Asia-
Pacific Income Fund, Inc., Aberdeen Australia
Equity Fund, Inc., and Aberdeen Global
Income Fund, Inc. (collectively, the "Funds")
whereby AAMAL, as investment manager of
the Funds, appointed AAML as investment
advisor to the Funds and to make
recommendations to AAMAL as to specific
portfolio securities of the Funds, including
asset allocation and general advice on
investment strategy relating to the Funds'
overall investment objectives.
2. AAMAL is regulated by Monetary Authority of
Singapore ("MAS") and has to implement the
Guidelines on Outsourcing ("MAS Outsourcing
Guidelines") issued by MAS.
3. This letter, in particular Appendix A, sets forth
the additional terms and conditions under
which AAML will provide the services under
the Agreements, in order for AAMAL to
implement the MAS Outsourcing Guidelines.
4. Please indicate your agreement to the terms
set out in this letter by signing below and
returning one copy of this letter to us.
Thank you.
Yours faithfully
for and on behalf of
Aberdeen Asset Management Asia Limited
/s/ Xxxx Xxxxx /s/ Xxxx Xxxx Ju
Xxxx Xxxxx Xxxx Xxxx Ju
Director Director
We, Aberdeen Asset Management Limited, hereby
accept the terms of this letter.
/s/ Xxxxxx X'Xxxxxxxx /s/ Xxx Xxxxx
Name: Xxxxxx X'Xxxxxxxx Xxx Xxxxx
Title: Company Secretary Director
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS
Without prejudice to the terms of the Agreements
between AAMAL and AAML in respect of the Funds:
1. Confidentiality and Security
(A) AAML and AAMAL agree that in the course of
their dealing in accordance with the terms of
the Agreements, they may give each other
access to confidential or proprietary
information (collectively, "Confidential
Information"). Confidential Information may
include but is not limited to (i) proprietary and
confidential matters concerning security
arrangements, financial information, technical
data and any information relating to the pricing,
methods, processes, lists, research
development or related information to which a
party may gain access to in connection with the
Agreements; (ii) information belonging to the
customers of AAMAL, including without
limitation the names of customers and the
nature of their accounts; and (iii) information
belonging to a party's vendors or other
suppliers of services. Each party agrees that it
will not disclose, duplicate, copy or use any
Confidential Information which has or will come
into its possession in connection with the
Agreements for any purpose other than for the
performance of its obligations under the
Agreements.
(B) The parties may disclose the terms of the
Agreements to its related companies and
professional advisers. The party receiving
Confidential Information ("Receiving Party")
shall limit disclosure of Confidential Information
of the party disclosing Confidential Information
("Disclosing Party") only to its employees,
agents and/or subcontractors, or to any market
counterparty or any broker (in accordance with
market practice) in relation to transactions
undertaken for the Funds, or to the custodian
who (a) need to know such Confidential
Information for the purpose of the activities
contemplated by the Agreements and (b) are
under non-disclosure obligations at least as
protective of the Confidential Information as
those set out herein. The Receiving Party shall
be responsible for any breach of the
Agreements by the foregoing persons to whom
Confidential Information is disclosed as if such
breach were committed by the Receiving Party.
Subject to the foregoing, each party agrees that
it will not, without the prior written consent of
the other party, disclose any Confidential
Information to any third party orally or in
writing.
(C) The non-disclosure obligations set out herein
shall not apply to information which (a) is or
becomes publicly available through no fault of
the Receiving Party; (b) is or becomes in the
Receiving Party's possession prior to disclosure
by the Disclosing Party provided it is obtained
by the Receiving Party from a third party not
known to the Receiving Party to be under duties
of confidentiality in respect of such information;
(c) is independently developed by the Receiving
Party without reference or reliance on
Confidential Information; or (d) is required by
law, regulation, or by order or request of
regulatory, judicial or governmental authority,
provided that the Receiving Party shall, to the
extent legally permitted, provide prompt notice
to the Disclosing Party and shall disclose only
that portion of Confidential Information which
is legally required to be disclosed and take all
reasonable steps to preserve the confidentiality
of the Confidential Information.
(D) Each party agrees to use the same standard of
care it uses to protect its own Confidential
Information, but in any event not less than
reasonable standards, to prevent the disclosure
of such Confidential Information to third parties.
AAML acknowledges that under the MAS
Guidelines on Outsourcing, AAMAL is required
to review and monitor AAML's security
practices and control processes on a regular
basis, including commissioning audits or
obtaining expert reports on security adequacy
and compliance in respect of its operations.
AAMAL may change its confidentiality and
security requirements from time to time to
enhance protection of its Confidential
Information or as required by its regulator and
in such event, the parties shall discuss in good
faith to agree on any additional measures which
AAML may have to take in order to satisfy
AAMAL's new confidentiality and security
requirements.
(E) The Receiving Party shall notify the Disclosing
Party promptly of any actual or suspected
breaches of security or confidentiality
obligations that it is or becomes aware of. Each
party agrees and acknowledges that any breach
or threatened breach by the Receiving Party of
its covenants and agreements set out herein
may cause irreparable injury to the Disclosing
Party for which monetary damages may not
constitute an adequate remedy. In such event,
the parties agree that the Disclosing Party shall
be entitled to seek injunctive relief in addition
to any other remedies that may be available.
(F) Upon the termination or expiration of the
Agreements or upon request from the
Disclosing Party, the Receiving Party shall and
shall procure that its employees, agents
and/subcontractors, as soon as reasonably
practicable:
(a) return or destroy all copies of
Confidential Information held by it or
which is under its control; and
(b) destroy all notes, calculations or
summaries or other material which
contains or is derived from any
Confidential Information and any
electronically held records derived from
any Confidential Information,
save that the Receiving Party may retain such
copies as may be required under applicable
laws and regulations or its internal document
retention policies.
(G) The provisions of this Paragraph 1 will survive
termination of the Agreements.
(H) A breach of this Paragraph 1 will be regarded as
a material breach, pursuant to which the non-
defaulting party shall be entitled to terminate
the Agreements either (i) with prior approval by
the Board of the applicable Fund, immediately
or (ii) by notice in writing to the defaulting party
in accordance with the termination provisions
in the Agreements and this letter, whichever is
earlier.
2. Business Continuity Management
(A) AAML represents and warrants that it has back-
up facilities in place to retrieve all data
processed by AAML's computer systems for
AAMAL, and will be able to, in the event that
any such data is rendered inaccessible or is
deleted for any reason, retrieve such deleted or
inaccessible data from its back-up facilities
promptly. In the event that AAML cannot
retrieve such deleted or inaccessible data from
its back-up facilities promptly, AAMAL may,
terminate the Agreements either (i) with prior
approval by the Board of the applicable Fund,
immediately or (ii) by way of notice in writing to
AAML in accordance with the termination
provisions in the Agreements and this letter,
whichever is earlier.
(B) AAML represents and warrants all documents
and records of transactions, information and
data processed by or stored with AAML
pursuant to the performance of its duties under
the Agreements will be isolated and clearly
identified such that the same, in adverse
conditions, can be either removed from the
possession of AAML in order to continue its
business operations, or deleted, destroyed or
rendered unusable.
(C) AAML will have in place business continuity
procedures, processes and systems (the "BCP")
for the orderly and expeditious performance of
its duties under the Agreements relating to:-
(a) contingency planning;
(b) disaster recovery;
(c) back-up processing;
(d) recovery time objectives ("RTO");
(e) recovery point objectives ("RPO");
(f) resumption operating capacities;
(g) escalation;
(h) activation; and
(i) crisis management procedures.
AAML represents and warrants that the BCP will
be in place for the entire term of the
Agreements from the date of this letter. If
AAML makes any significant change(s) to the
BCP, it will notify AAMAL in writing and provide
a full description of such change(s) immediately.
Any breach of the foregoing is deemed to be a
failure to perform or observe a material
obligation by AAML under the Agreements
pursuant to which AAMAL shall be entitled to
terminate the Agreements either (i) with prior
approval by the Board of the applicable Fund,
immediately or (ii) by way of notice in writing to
AAML in accordance with the termination
provisions in the Agreements and this letter,
whichever is earlier.
(D) AAML will test the BCP and all facilities used by it
in connection with the BCP on at least an annual
basis and ensure such tests validates the
soundness and adequacy of the BCP, the
feasibility of the RTO, RPO and resumption
operating capacities and/or such facilities.
AAML will promptly notify AAMAL if any test
finding reveals a significant impairment of
AAML's ability to perform its duties under the
Agreements. In the event that AAMAL requires
AAML to be involved in connection with the
testing of its own business continuity plan,
AAML will co-operate reasonably with AAMAL
to ensure that such test(s) are carried out
promptly and accurately in accordance with
AAMAL's requirements.
(F) If any test results and/or certification leads
AAMAL to reasonably conclude that the BCP
and/or any of the facilities used by AAML in
connection with the BCP is unsound, inadequate
or deficient in any way, AAML will take
reasonable measures to correct any procedures
or practices set out in the BCP that are found by
AAMAL to be deficient within 60 days of receipt
of AAMAL's notification of such deficiency (or
such other period of time agreed with AAMAL).
3. Inspection and Audit
(A) AAML will keep complete and accurate records
of all of its work and expenses in providing the
services under the Agreements to AAMAL
during the term of the Agreements and
thereafter in accordance with AAML's
document retention policy. AAML will, upon
reasonable notice, allow AAMAL, its internal
and external auditors or its agents and the MAS
and its agents, the opportunity of inspecting,
examining and auditing AAML's operations and
the business records and to obtain records and
documents, of transactions, and information of
AAMAL given to, stored at, or processed by
AAML which are relevant to the services
provided hereunder by AAML. AAML will co-
operate fully with AAMAL, its management, its
internal and external auditors and/or the MAS
and its agents to ensure a prompt and accurate
audit. AAMAL, its internal and external auditors
and its agents and the MAS and its agents will
be permitted access to and to obtain copies of
any audit or reports and findings made on
AAML in relation to the services provided under
the Agreements.
(B) If an audit leads AAMAL to conclude that AAML
has breached the provisions of the Agreements
or that any of AAML's business or professional
practices related to the performance of its
duties under the Agreements presents a risk of
unauthorised disclosure of Confidential
Information or a risk of a breach of the
provisions of the Agreements, AAML and
AAMAL will use their best efforts to reach a
mutually satisfactory resolution. AAML will also
use its best efforts to correct any practices that
are found to be deficient as a result of any such
audit within a reasonable time after receipt of
AAMAL's audit report under this Paragraph 3.
(C) AAML shall comply, as soon as reasonably
practicable, with any request from MAS or
AAMAL to AAML and its subcontractors to
submit any report on the security and control
environment of AAML and its subcontractors
and to provide any other information on AAML
in relation to the Agreements and the
outsourcing arrangement.
(D) This Paragraph 3 will survive the termination of
the Agreements.
4. Sub-Contracting
(A) AAML may not subcontract the performance of
any of its obligations under the Agreements;
however, AAML may at its own expense engage
State Street Australia Limited or (with prior
written consent of AAMAL) another third party
(State Street Australia Limited or such third
party shall be referred to as the "Servicer"
herein) to perform certain back office functions
to enable AAML to perform its services under
the Agreements and in such event, AAML will
ensure that Servicer complies with the
provisions of the Agreements (including but not
limited to the prudent practices set out in the
MAS Guidelines for Outsourcing) as if
references to AAML in the Agreements were
references to Servicer.
(B) AAML has and will continue to exercise due
diligence and care in the selection and
appointment of Servicer and remains fully
responsible for such obligations and for all acts
or omissions of Servicer. Nothing in the
Agreements will be construed to create any
contractual relationship between AAMAL and
Servicer, nor any obligation on the part of a
Fund or AAMAL to pay or see to the payment of
any money due to Servicer.
(C) AAML will be liable for the capability of Servicer
and for compliance with the provisions under
the Agreements, particularly the obligations in
relation to security and confidentiality, audit
and inspection.
(D) AAML shall inform AAMAL of any legal or
administrative restriction(s) to the performance
of the Agreements that it is aware of before
and/or after its appointment pursuant to the
Agreements. Furthermore, AAMAL reserves the
right to revoke the appointment of AAML,
either (i) with prior approval of the Board of the
applicable Fund, immediately or (ii) by way of
notice in writing to AAML in accordance with
the termination provisions in the Agreements
and this letter, whichever is earlier, if there is
any change in the economic, social, political or
regulatory conditions or any event or
development in the country in which AAML
operates which, in the opinion of AAMAL,
affects or may affect AAML's ability to perform
or to comply with the provisions of the
Agreements. In the event that AAML has access
to AAMAL's Confidential Information and a
regulator (other than MAS) seeks access to such
information, AAML shall give prior notice to
AAMAL and cooperate with AAMAL in its efforts
to prevent or limit such access. In the event
such efforts fail, AAML shall only provide such
access or such disclosure as legally required and
shall take all reasonable steps to preserve the
confidentiality of AAMAL's Confidential
Information.
(E) Each of AAML and Servicer shall inform AAMAL
of any legal or administrative restriction(s) to
the inspection and audit obligations as set out
in Paragraph 3 above that it is aware of before
and/or after AAML appoints Servicer.
Furthermore, AAMAL reserves the right to
revoke with immediate effect the approval
granted in respect of the appointment of
Servicer if there is any change in the economic,
social, political or regulatory conditions or any
event or development in the country in which
Servicer operates which, in the opinion of
AAMAL, affects or may affect Servicer's ability
to provide the services or to comply with the
provisions of the Agreements. In the event that
Servicer has access to AAMAL's Confidential
Information and a regulator (other than MAS)
seeks access to such information, AAML and
Servicer shall give prior notice to AAMAL and
cooperate with AAMAL in its efforts to prevent
or limit such access. In the event such efforts
fail, Servicer shall only provide such access or
such disclosure as legally required and shall
take all reasonable steps to preserve the
confidentiality of AAMAL's Confidential
Information.
5. Adverse Developments and Events
(A) AAML shall notify AAMAL as soon as reasonably
practicable after the occurrence of any breach
or threatened breach of the Agreements, and of
adverse developments and events that may
have a significant impact on its ability to provide
the services under the Agreements, including
but not limited to developments and events
that could potentially lead to prolonged service
failure or disruption in the performance of the
Agreements by AAML or present a risk of a
breach of the Agreements. If necessary in such
circumstances, AAML and AAMAL shall
negotiate in good faith to amend the terms of
the Agreements.
6. Meetings and Reports
(A) AAML will be available for regular meetings
with AAMAL to discuss the latest investment
report and the performance of and future
investment policy for the investments of each
Fund, as well as to review any aspect of the
services provided under the Agreements. Such
meetings shall be held at least once every three
months unless XXXXX agrees otherwise. AAML
will assist in the preparation of investment
reports for each Fund.
7. Termination
(A) Without prejudice to the terms of the
Agreements, each Agreement may be
terminated:
(i) by AAMAL giving to AAML not less than
60 days' written notice of termination;
(ii) by either party immediately, if the other
party goes into liquidation (except
voluntary liquidation for the purposes
of reconstruction or amalgamation) or is
unable to pay its debts or commits any
act of bankruptcy or if a receiver,
judicial manager or administrator is
appointed over any of its assets;
(iii) by either party immediately if the other
party fails to maintain its licence or
authorised status with the Financial
Conduct Authority or MAS, as relevant,
or its status as a U.S. registered
investment adviser with the U.S.
Securities and Exchange Commission;
(iv) by AAMAL immediately by written
notice if the MAS requires AAMAL to
terminate the Agreements or make
alternative outsourcing arrangements
provided that AAMAL shall have
provided to AAML documentary
evidence of such requirement; and
(v) in accordance with the provisions of this
Appendix A.
Termination shall not affect any action by AAML
permitted under the Agreements prior to the
date of termination or any warranty or
indemnity, given by AAML or AAMAL under the
Agreements or implied by law and shall be
without prejudice to any other rights,
obligations or remedies of either party in
respect of any matters arising under the
Agreements prior to such termination.
On termination AAMAL shall settle any
expenses due to AAML in terms hereof. Fees
due hereunder shall be apportioned to the date
of termination.
Upon notice of termination of any Agreement,
AAML shall, if required by AAMAL, provide
reasonable assistance to effect an orderly
transition of AAML's duties and responsibilities
hereunder to a new manager approved by the
relevant Fund's Board of Directors and
stockholders in accordance with applicable laws
and regulations as soon as reasonably
practicable.
8. Jurisdiction
(A) The parties agree to submit to the jurisdiction of
the courts of New York. Without prejudice to
any rights and remedies available to either
party hereto, the parties agree that they will, on
a best endeavours basis, continue to observe
and carry out their respective obligations
hereunder to the maximum extent possible
pending resolution of the dispute.
15 September 2017
Aberdeen Asset Managers Limited
00 Xxxxx'x Xxxxxxx,
Xxxxxxxx, XX00 0XX
Xxxxxxxx
Dear Sirs
Agreement on Implementing the Guidelines on
Outsourcing issued by the Monetary Authority of
Singapore on 27 July 2016
5. Aberdeen Asset Management Asia Limited
("AAMAL") and Aberdeen Asset Managers
Limited ("AAML") have entered into the
Investment Advisory Agreements (the
"Agreements" and each an "Agreement") in
respect of Aberdeen Asia-Pacific Income Fund,
Inc., and Aberdeen Global Income Fund, Inc.
(collectively, the "Funds") whereby AAMAL, as
investment manager of the Funds, appointed
AAML as sub-adviser to the Funds to manage
certain assets of the Funds where AAMAL may
from time to time upon reasonable prior
notice allocate to AAML.
6. AAMAL is regulated by Monetary Authority of
Singapore ("MAS") and has to implement the
Guidelines on Outsourcing ("MAS Outsourcing
Guidelines") issued by MAS.
7. This letter, in particular Appendix A, sets forth
the additional terms and conditions under
which AAML will provide the services under
the Agreements, in order for AAMAL to
implement the MAS Outsourcing Guidelines.
8. Please indicate your agreement to the terms
set out in this letter by signing below and
returning one copy of this letter to us.
Thank you.
Yours faithfully
for and on behalf of
Aberdeen Asset Management Asia Limited
/s/ Xxxx Xxxxx /s/ Xxxx Xxxx Ju
Xxxx Xxxxx Xxxx Xxxx Ju
Director Director
We, Aberdeen Asset Managers Limited, hereby accept
the terms of this letter.
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Authorised Signatory
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS
Without prejudice to the terms of the Agreements
between AAMAL and AAML in respect of the Funds:
1. Confidentiality and Security
(G) AAML and AAMAL agree that in the course of
their dealing in accordance with the terms of
the Agreements, they may give each other
access to confidential or proprietary
information (collectively, "Confidential
Information"). Confidential Information may
include but is not limited to (i) proprietary and
confidential matters concerning security
arrangements, financial information, technical
data and any information relating to the pricing,
methods, processes, lists, research
development or related information to which a
party may gain access to in connection with the
Agreements; (ii) information belonging to the
customers of AAMAL, including without
limitation the names of customers and the
nature of their accounts; and (iii) information
belonging to a party's vendors or other
suppliers of services. Each party agrees that it
will not disclose, duplicate, copy or use any
Confidential Information which has or will come
into its possession in connection with the
Agreements for any purpose other than for the
performance of its obligations under the
Agreements.
(H) The parties may disclose the terms of the
Agreements to its related companies and
professional advisers. The party receiving
Confidential Information ("Receiving Party")
shall limit disclosure of Confidential Information
of the party disclosing Confidential Information
("Disclosing Party") only to its employees,
agents and/or subcontractors, or to any market
counterparty or any broker (in accordance with
market practice) in relation to transactions
undertaken for the Funds, or to the custodian
who (a) need to know such Confidential
Information for the purpose of the activities
contemplated by the Agreements and (b) are
under non-disclosure obligations at least as
protective of the Confidential Information as
those set out herein. The Receiving Party shall
be responsible for any breach of the
Agreements by the foregoing persons to whom
Confidential Information is disclosed as if such
breach were committed by the Receiving Party.
Subject to the foregoing, each party agrees that
it will not, without the prior written consent of
the other party, disclose any Confidential
Information to any third party orally or in
writing.
(I) The non-disclosure obligations set out herein
shall not apply to information which (a) is or
becomes publicly available through no fault of
the Receiving Party; (b) is or becomes in the
Receiving Party's possession prior to disclosure
by the Disclosing Party provided it is obtained
by the Receiving Party from a third party not
known to the Receiving Party to be under duties
of confidentiality in respect of such information;
(c) is independently developed by the Receiving
Party without reference or reliance on
Confidential Information; or (d) is required by
law, regulation, or by order or request of
regulatory, judicial or governmental authority,
provided that the Receiving Party shall, to the
extent legally permitted, provide prompt notice
to the Disclosing Party and shall disclose only
that portion of Confidential Information which
is legally required to be disclosed and take all
reasonable steps to preserve the confidentiality
of the Confidential Information.
(J) Each party agrees to use the same standard of
care it uses to protect its own Confidential
Information, but in any event not less than
reasonable standards, to prevent the disclosure
of such Confidential Information to third parties.
AAML acknowledges that under the MAS
Guidelines on Outsourcing, AAMAL is required
to review and monitor AAML's security
practices and control processes on a regular
basis, including commissioning audits or
obtaining expert reports on security adequacy
and compliance in respect of its operations.
AAMAL may change its confidentiality and
security requirements from time to time to
enhance protection of its Confidential
Information or as required by its regulator and
in such event, the parties shall discuss in good
faith to agree on any additional measures which
AAML may have to take in order to satisfy
AAMAL's new confidentiality and security
requirements.
(K) The Receiving Party shall notify the Disclosing
Party promptly of any actual or suspected
breaches of security or confidentiality
obligations that it is or becomes aware of. Each
party agrees and acknowledges that any breach
or threatened breach by the Receiving Party of
its covenants and agreements set out herein
may cause irreparable injury to the Disclosing
Party for which monetary damages may not
constitute an adequate remedy. In such event,
the parties agree that the Disclosing Party shall
be entitled to seek injunctive relief in addition
to any other remedies that may be available.
(L) Upon the termination or expiration of the
Agreements or upon request from the
Disclosing Party, the Receiving Party shall and
shall procure that its employees, agents
and/subcontractors, as soon as reasonably
practicable:
(a) return or destroy all copies of
Confidential Information held by it or
which is under its control; and
(b) destroy all notes, calculations or
summaries or other material which
contains or is derived from any
Confidential Information and any
electronically held records derived from
any Confidential Information,
save that the Receiving Party may retain such
copies as may be required under applicable
laws and regulations or its internal document
retention policies.
(G) The provisions of this Paragraph 1 will survive
termination of the Agreements.
(H) A breach of this Paragraph 1 will be regarded as
a material breach, pursuant to which the non-
defaulting party shall be entitled to terminate
the Agreements either (i) with prior approval by
the Board of the applicable Fund, immediately
or (ii) by notice in writing to the defaulting party
in accordance with the termination provisions
in the Agreements and this letter, whichever is
earlier.
2. Business Continuity Management
(A) AAML represents and warrants that it has back-
up facilities in place to retrieve all data
processed by AAML's computer systems for
AAMAL, and will be able to, in the event that
any such data is rendered inaccessible or is
deleted for any reason, retrieve such deleted or
inaccessible data from its back-up facilities
promptly. In the event that AAML cannot
retrieve such deleted or inaccessible data from
its back-up facilities promptly, AAMAL may,
terminate the Agreements either (i) with prior
approval by the Board of the applicable Fund,
immediately or (ii) by way of notice in writing to
AAML in accordance with the termination
provisions in the Agreements and this letter,
whichever is earlier.
(B) AAML represents and warrants all documents
and records of transactions, information and
data processed by or stored with AAML
pursuant to the performance of its duties under
the Agreements will be isolated and clearly
identified such that the same, in adverse
conditions, can be either removed from the
possession of AAML in order to continue its
business operations, or deleted, destroyed or
rendered unusable.
(C) AAML will have in place business continuity
procedures, processes and systems (the "BCP")
for the orderly and expeditious performance of
its duties under the Agreements relating to:-
(a) contingency planning;
(b) disaster recovery;
(c) back-up processing;
(d) recovery time objectives ("RTO");
(e) recovery point objectives ("RPO");
(f) resumption operating capacities;
(g) escalation;
(h) activation; and
(i) crisis management procedures.
AAML represents and warrants that the BCP will
be in place for the entire term of the
Agreements from the date of this letter. If
AAML makes any significant change(s) to the
BCP, it will notify AAMAL in writing and provide
a full description of such change(s) immediately.
Any breach of the foregoing is deemed to be a
failure to perform or observe a material
obligation by AAML under the Agreements
pursuant to which AAMAL shall be entitled to
terminate the Agreements either (i) with prior
approval by the Board of the applicable Fund,
immediately or (ii) by way of notice in writing to
AAML in accordance with the termination
provisions in the Agreements and this letter,
whichever is earlier.
(D) AAML will test the BCP and all facilities used by it
in connection with the BCP on at least an annual
basis and ensure such tests validates the
soundness and adequacy of the BCP, the
feasibility of the RTO, RPO and resumption
operating capacities and/or such facilities.
AAML will promptly notify AAMAL if any test
finding reveals a significant impairment of
AAML's ability to perform its duties under the
Agreements. In the event that AAMAL requires
AAML to be involved in connection with the
testing of its own business continuity plan,
AAML will co-operate reasonably with AAMAL
to ensure that such test(s) are carried out
promptly and accurately in accordance with
AAMAL's requirements.
(F) If any test results and/or certification leads
AAMAL to reasonably conclude that the BCP
and/or any of the facilities used by AAML in
connection with the BCP is unsound, inadequate
or deficient in any way, AAML will take
reasonable measures to correct any procedures
or practices set out in the BCP that are found by
AAMAL to be deficient within 60 days of receipt
of AAMAL's notification of such deficiency (or
such other period of time agreed with AAMAL).
3. Inspection and Audit
(A) AAML will keep complete and accurate records
of all of its work and expenses in providing the
services under the Agreements to AAMAL
during the term of the Agreements and
thereafter in accordance with AAML's
document retention policy. AAML will, upon
reasonable notice, allow AAMAL, its internal
and external auditors or its agents and the MAS
and its agents, the opportunity of inspecting,
examining and auditing AAML's operations and
the business records and to obtain records and
documents, of transactions, and information of
AAMAL given to, stored at, or processed by
AAML which are relevant to the services
provided hereunder by AAML. AAML will co-
operate fully with AAMAL, its management, its
internal and external auditors and/or the MAS
and its agents to ensure a prompt and accurate
audit. AAMAL, its internal and external auditors
and its agents and the MAS and its agents will
be permitted access to and to obtain copies of
any audit or reports and findings made on
AAML in relation to the services provided under
the Agreements.
(B) If an audit leads AAMAL to conclude that AAML
has breached the provisions of the Agreements
or that any of AAML's business or professional
practices related to the performance of its
duties under the Agreements presents a risk of
unauthorised disclosure of Confidential
Information or a risk of a breach of the
provisions of the Agreements, AAML and
AAMAL will use their best efforts to reach a
mutually satisfactory resolution. AAML will also
use its best efforts to correct any practices that
are found to be deficient as a result of any such
audit within a reasonable time after receipt of
AAMAL's audit report under this Paragraph 3.
(C) AAML shall comply, as soon as reasonably
practicable, with any request from MAS or
AAMAL to AAML and its subcontractors to
submit any report on the security and control
environment of AAML and its subcontractors
and to provide any other information on AAML
in relation to the Agreements and the
outsourcing arrangement.
(D) This Paragraph 3 will survive the termination of
the Agreements.
4. Sub-Contracting
(A) AAML may not subcontract the performance of
any of its obligations under the Agreements;
however, AAML may at its own expense engage
BNP Paribas Securities Services or (with prior
written consent of AAMAL) another third party
(BNP Paribas Securities Services or such third
party shall be referred to as the "Servicer"
herein) to perform certain back office functions
to enable AAML to perform its services under
the Agreements and in such event, AAML will
ensure that Servicer complies with the
provisions of the Agreements (including but not
limited to the prudent practices set out in the
MAS Guidelines for Outsourcing) as if
references to AAML in the Agreements were
references to Servicer.
(B) AAML has and will continue to exercise due
diligence and care in the selection and
appointment of Servicer and remains fully
responsible for such obligations and for all acts
or omissions of Servicer. Nothing in the
Agreements will be construed to create any
contractual relationship between AAMAL and
Servicer, nor any obligation on the part of a
Fund or AAMAL to pay or see to the payment of
any money due to Servicer.
(C) AAML will be liable for the capability of Servicer
and for compliance with the provisions under
the Agreements, particularly the obligations in
relation to security and confidentiality, audit
and inspection.
(D) AAML shall inform AAMAL of any legal or
administrative restriction(s) to the performance
of the Agreements that it is aware of before
and/or after its appointment pursuant to the
Agreements. Furthermore, AAMAL reserves the
right to revoke the appointment of AAML,
either (i) with prior approval of the Board of the
applicable Fund, immediately or (ii) by way of
notice in writing to AAML in accordance with
the termination provisions in the Agreements
and this letter, whichever is earlier, if there is
any change in the economic, social, political or
regulatory conditions or any event or
development in the country in which AAML
operates which, in the opinion of AAMAL,
affects or may affect AAML's ability to perform
or to comply with the provisions of the
Agreements. In the event that AAML has access
to AAMAL's Confidential Information and a
regulator (other than MAS) seeks access to such
information, AAML shall give prior notice to
AAMAL and cooperate with AAMAL in its efforts
to prevent or limit such access. In the event
such efforts fail, AAML shall only provide such
access or such disclosure as legally required and
shall take all reasonable steps to preserve the
confidentiality of AAMAL's Confidential
Information.
(E) Each of AAML and Servicer shall inform AAMAL
of any legal or administrative restriction(s) to
the inspection and audit obligations as set out
in Paragraph 3 above that it is aware of before
and/or after AAML appoints Servicer.
Furthermore, AAMAL reserves the right to
revoke with immediate effect the approval
granted in respect of the appointment of
Servicer if there is any change in the economic,
social, political or regulatory conditions or any
event or development in the country in which
Servicer operates which, in the opinion of
AAMAL, affects or may affect Servicer's ability
to provide the services or to comply with the
provisions of the Agreements. In the event that
Servicer has access to AAMAL's Confidential
Information and a regulator (other than MAS)
seeks access to such information, AAML and
Servicer shall give prior notice to AAMAL and
cooperate with AAMAL in its efforts to prevent
or limit such access. In the event such efforts
fail, Servicer shall only provide such access or
such disclosure as legally required and shall
take all reasonable steps to preserve the
confidentiality of AAMAL's Confidential
Information.
5. Adverse Developments and Events
(A) AAML shall notify AAMAL as soon as reasonably
practicable after the occurrence of any breach
or threatened breach of the Agreements, and of
adverse developments and events that may
have a significant impact on its ability to provide
the services under the Agreements, including
but not limited to developments and events
that could potentially lead to prolonged service
failure or disruption in the performance of the
Agreements by AAML or present a risk of a
breach of the Agreements. If necessary in such
circumstances, AAML and AAMAL shall
negotiate in good faith to amend the terms of
the Agreements.
6. Meetings and Reports
(A) AAML will be available for regular meetings
with AAMAL to discuss the latest investment
report and the performance of and future
investment policy for the investments of each
Fund, as well as to review any aspect of the
services provided under the Agreements. Such
meetings shall be held at least once every three
months unless XXXXX agrees otherwise. AAML
will assist in the preparation of investment
reports for each Fund.
7. Termination
(A) Without prejudice to the terms of the
Agreements, each Agreement may be
terminated:
(i) by AAMAL giving to AAML not less than
60 days' written notice of termination;
(ii) by either party immediately, if the other
party goes into liquidation (except
voluntary liquidation for the purposes
of reconstruction or amalgamation) or is
unable to pay its debts or commits any
act of bankruptcy or if a receiver,
judicial manager or administrator is
appointed over any of its assets;
(iii) by either party immediately if the other
party fails to maintain its licence or
authorised status with the Financial
Conduct Authority or MAS, as relevant,
or its status as a U.S. registered
investment adviser with the U.S.
Securities and Exchange Commission;
(iv) by AAMAL immediately by written
notice if the MAS requires AAMAL to
terminate the Agreements or make
alternative outsourcing arrangements
provided that AAMAL shall have
provided to AAML documentary
evidence of such requirement; and
(v) in accordance with the provisions of this
Appendix A.
Termination shall not affect any action by AAML
permitted under the Agreements prior to the
date of termination or any warranty or
indemnity, given by AAML or AAMAL under the
Agreements or implied by law and shall be
without prejudice to any other rights,
obligations or remedies of either party in
respect of any matters arising under the
Agreements prior to such termination.
On termination AAMAL shall settle any
expenses due to AAML in terms hereof. Fees
due hereunder shall be apportioned to the date
of termination.
Upon notice of termination of any Agreement,
AAML shall, if required by AAMAL, provide
reasonable assistance to effect an orderly
transition of AAML's duties and responsibilities
hereunder to a new manager approved by the
relevant Fund's Board of Directors and
stockholders in accordance with applicable laws
and regulations as soon as reasonably
practicable.
8. Jurisdiction
(A) The parties agree to submit to the jurisdiction of
the courts of New York. Without prejudice to
any rights and remedies available to either
party hereto, the parties agree that they will, on
a best endeavours basis, continue to observe
and carry out their respective obligations
hereunder to the maximum extent possible
pending resolution of the dispute.
FAX ITEM 77Q1 EXHIBIT
