[LOGO - JPMorgan]
EXHIBIT 25.2(j)(1)
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CUSTODIAL AGREEMENT
AMONG
YORK ENHANCED STRATEGIES FUND, LLC,
as the Customer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Collateral Agent
AND
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as the Custodian
November 17, 2005
TABLE OF CONTENTS
PAGE
1. INTENTION OF THE PARTIES; DEFINITIONS......................................1
1.1 Intention of the Parties..........................................1
1.2 Definitions.......................................................2
2. APPOINTMENT OF CUSTODIAN; CUSTODIAL ACCOUNTS...............................7
2.1 Custodial Account.................................................7
2.2 Financial Assets; Control; Other Account Property.................8
2.3 Segregation of Assets; Nominee Name...............................9
2.4 Purchase and Sale of Account Property; Credits to Custodial
Account...........................................................9
2.5 Settlement of Trades.............................................11
2.6 Contractual Settlement Date Accounting...........................11
2.7 Actual Settlement Date Accounting................................12
2.8 Income Collection (Autocredit(R))................................12
2.9 Certain Ministerial Acts.........................................12
2.10 Corporate Actions................................................13
2.11 Proxies..........................................................13
2.12 Statements and Information Available On-Line.....................15
2.13 Access to the Custodian's Records................................15
2.14 Maintenance of Financial Assets at Subcustodian Locations........16
2.15 Foreign Exchange Transactions....................................16
2.16 Compliance with Securities and Exchange Commission Rule 17f-5....16
2.17 Compliance with Rule 17f-7.......................................18
3. INSTRUCTIONS..............................................................18
3.1 Instructions; Unclear Instructions...............................18
3.2 Confirmation of Oral Instructions/ Security Devices..............20
3.3 Instructions from Investment Manager.............................21
3.4 Certificate of Authorized Persons................................21
3.5 Instructions; Contrary to Law/Market Practice....................21
3.6 Cut-off Times....................................................21
3.7 Special Provisions Relating to Bank Loans........................21
3.8 Special Provisions Relating to Trade Payables....................24
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TABLE OF CONTENTS
(continued)
PAGE
3.9 Special Provisions Relating to Short Sales.......................25
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO THE CUSTODIAN...................25
4.1 Fees and Expenses................................................25
4.2 Overdrafts.......................................................26
4.3 Custodian's Right Over Securities; Set-off.......................26
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS..................27
5.1 Appointment of Subcustodians; Use of Securities Depositories.....27
5.2 Liability for Subcustodians......................................28
5.3 Use of Agents....................................................28
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER................................29
6.1 Representations and Warranties...................................29
6.2 Customer to Provide Certain Information to the Custodian.........30
6.3 Customer is Liable to the Custodian Even if it is Acting for
Another Person...................................................30
7. WHEN THE CUSTODIAN IS LIABLE TO CUSTOMER..................................30
7.1 Standard of Care; Liability......................................30
7.2 Force Majeure....................................................31
7.3 The Custodian May Consult With Counsel...........................31
7.4 The Custodian Provides Diverse Financial Services and May
Generate Profits as a Result.....................................31
7.5 Knowledge of Custodian...........................................31
8. TAXATION..................................................................32
8.1 Tax Obligations..................................................32
8.2 Tax Relief Services..............................................32
9. TERMINATION...............................................................33
10. MISCELLANEOUS.............................................................33
10.1 Notices..........................................................33
10.2 Successors and Assigns...........................................33
10.3 Interpretation...................................................34
10.4 Entire Agreement.................................................34
10.5 Information Concerning Deposits at the Custodian's
London Branch....................................................34
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TABLE OF CONTENTS
(continued)
PAGE
10.6 Insurance........................................................34
10.7 Governing Law and Jurisdiction...................................34
10.8 Severability; Waiver; and Survival...............................35
10.9 Counterparts.....................................................35
10.10 No Third Party Beneficiaries.....................................35
10.11 Limited Recourse; No Petition....................................35
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CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT, dated November 17, 2005 (as amended,
supplemented or otherwise modified from time, this "Agreement") is among
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as custodian (in such capacity,
including its successors and assigns, the "CUSTODIAN"), YORK ENHANCED STRATEGIES
FUND, LLC, a Delaware limited liability company ("CUSTOMER"), and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as collateral agent under the Pledge Agreement referred
to below (in such capacity, including its successors and assigns, the
"COLLATERAL AGENT") for the benefit of the Secured Parties (as defined in the
Pledge Agreement).
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) Pursuant to the terms of the Indenture (as defined below),
Customer has issued and may from time to time issue certain securities in
accordance with the terms of the Indenture.
(b) Customer has issued its Preferred Shares (as defined in the
Indenture) and in connection therewith has entered into the Insurance Agreement
(as defined in the Pledge Agreement) pursuant to which the Credit Enhancer (as
defined in the Pledge Agreement) will issue the Insurance Policy (as defined in
the Pledge Agreement) insuring the payment of the liquidation preference and
dividends with respect to the Preferred Shares.
(c) In order to secure, among other things, its obligations under
the Indenture and the Insurance Agreement, Customer entered into a Pledge and
Intercreditor Agreement dated as of the date hereof (the "PLEDGE AGREEMENT")
with the Custodian, the Collateral Agent and the other Secured Parties
identified in the Pledge Agreement.
(d) Pursuant to the Pledge Agreement, Customer is required to
establish with a custodian certain custodial accounts in which Customer's assets
are to be held for the benefit of the Secured Parties.
(e) In connection with the foregoing, the parties hereto are
entering into this Agreement to (i) set out the terms governing custodial,
settlement and certain other associated services offered by the Custodian to
Customer and the Collateral Agent and (ii) perfect the security interests
granted by Customer in the Pledge Agreement to the Collateral Agent for the
benefit of the Secured Parties. The Custodian will be responsible for the
performance of only those duties that are set forth in this Agreement. Customer
acknowledges that the Custodian is not providing any legal, tax or investment
advice in connection with the services hereunder.
(f) Investing in foreign markets may be a risky enterprise. The
holding of Financial Assets and Cash in foreign jurisdictions may involve risks
of loss or other special considerations. The Custodian will not be liable for
any loss that results from the general risks of investing or Country Risk (as
defined below).
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1.2 DEFINITIONS.
(a) Capitalized terms not otherwise defined in this Agreement are
used as defined in the Pledge Agreement or the Indenture, as applicable. If any
term or provision in this Agreement conflicts with any term or provision of the
Pledge Agreement or the Indenture, the term or provision of this Agreement shall
prevail. As used herein, the following terms have the meaning hereinafter
stated:
"ACCOUNT PROPERTY" has the meaning set forth in Section 2.1.
"AFFILIATE" means, with respect to the Custodian, an entity
controlling, controlled by, or under common control with, the Custodian.
"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate of
the Custodian.
"AGREEMENT" means this Custodial Agreement.
"APPLICABLE LAW" means any statute, whether national, state or local,
applicable in the United States or any other country, the rules of the treaty
establishing the European Community, any other law, rule, regulation or
interpretation of any governmental entity, any applicable common law, and any
decree, injunction, judgment, order, ruling, or writ of any governmental entity.
"ASSIGNMENT AGREEMENT" means the definitive agreement pursuant to which
a bank, fund, or other financial institution either assigns or obtains an
assignment of all or any portion of any of its rights and obligations under a
Bank Loan.
"AUTHORIZED PERSON" means any person who has been designated by written
notice from Customer (or by any agent designated by Customer, including, without
limitation, the Investment Manager) to act on behalf of Customer hereunder. Such
persons will continue to be Authorized Persons until such time as the Custodian
receives Instructions from Customer (or its agent) that any such person is no
longer an Authorized Person.
"BANK LOAN" means each item of Other Account Property which, in
accordance with Section 3.7, is marked as a "Bank Loan."
"BUSINESS DAY" means any day upon which the Custodian shall be
conducting its normal custody business in the State of New York, the city of Los
Angeles, California or the city of Houston, Texas.
"CASH" means any immediately available funds in Dollars or any currency
other than Dollars which is a freely convertible currency.
"CERTIFICATE OF AUTHORIZED PERSONS" means a certificate signed on
behalf of Customer and delivered to the Custodian hereunder.
"CERTIFICATED SECURITY" has the meaning assigned thereto in Section
8-102(a)(4) of the NYUCC, but shall in no event include Foreign Securities, Bank
Loans or Trade Payables.
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"CHATTEL PAPER" has the meaning assigned thereto in Section
9-102(a)(11) of the NYUCC, but shall in no event include Bank Loans.
"COLLATERAL AGENT" has the meaning set forth in the preamble.
"CORPORATE ACTION" means any subscription right, bonus issue, stock
repurchase plan, redemption, exchange, tender offer, or similar matter with
respect to a Financial Asset in an Included Account that requires discretionary
action by the holder, but does not include proxy solicitations.
"COUNTRY RISK" means the risk of investing or holding assets in a
particular country or market, including, but not limited to, risks arising from
nationalization, expropriation or other governmental actions; the country's
financial infrastructure, including prevailing custody and settlement practices;
laws applicable to the safekeeping and recovery of Financial Assets and Cash
held in custody; the regulation of the banking and securities industries,
including changes in market rules; currency restrictions, devaluations or
fluctuations; and market conditions affecting the orderly execution of
securities transactions or the value of assets.
"CUSTODIAL ACCOUNT" has the meaning set forth in Section 2.1(b)(i).
"CUSTODIAN" has the meaning set forth in the preamble.
"CUSTODIAN INDEMNITEES" means the Custodian, its Subcustodians, and
their respective nominees, directors, officers, employees and agents.
"CUSTODIAN'S LONDON BRANCH" means the London branch office of JPMorgan
Chase Bank, National Association.
"CUSTOMER" has the meaning set forth in the preamble.
"CUSTOMER CONTROL PERSON" has the meaning set forth in Section 10.11.
"DISPOSITION LETTER" has the meaning set forth in Section 2.4(a).
"DOLLAR" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for all debts, public and private.
"ELIGIBLE ACCOUNT" means an account which is (i) segregated and (ii)
(A) maintained as a trust account or (B) maintained at a United States bank
(which may include any of the Secured Parties that are banks) which has the
Required Rating with respect to its demand and time deposits and certificates of
deposit.
"ELIGIBLE FOREIGN CUSTODIAN" means an "Eligible Foreign Custodian" (as
that term is defined in Rule 17f-5(a)(1).
"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in section
(b)(1) of Rule 17f-7.
"ENTITLEMENT HOLDER" means the person named on the records of a
Securities Intermediary as the person having a Securities Entitlement against
the Securities Intermediary.
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"ESCROW ACCOUNT" has the meaning set forth in Section 2.1(b)(ii).
"FINANCIAL ASSET" means a Security and refers, as the context requires,
either to the asset itself or to the means by which a person's claim to it is
evidenced, including a Security, a security certificate, or a Securities
Entitlement. "FINANCIAL ASSET" does not include Cash.
"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (3)(a)
of Rule 17f-5.
"FOREIGN SECURITIES" includes (i) securities issued by a government
other than the United States government or by a corporation or other entity
organized under the laws of any country other than the United States and (ii)
securities issued by the United States government or by any state or any
political subdivision thereof or by any agency thereof or by any entity
organized under the laws of the United States or of any state thereof which have
been issued and sold primarily outside the United States; provided, however, in
no event shall "Foreign Securities" include Bank Loans or Trade Payables.
"INCLUDED ACCOUNT" means the Custodial Account and the Escrow Account.
"INDENTURE" means the Indenture dated as of the date hereof between
Customer and JPMorgan Chase Bank, National Association, as Trustee.
"INSTITUTIONAL ACCOUNT PROPERTY" means Account Property which has been
delivered to the Custodian through usual and customary banking, clearing and
settlement channels in accordance with the Custodian's ordinary course custody
business, and shall in no event include any Account Property delivered to the
Custodian directly by Customer.
"INSTRUCTING PARTY" means with respect to the Custodial Account and the
Account Property, (A) at any time prior to the termination of the Pledge
Agreement in accordance with Section 7.1 thereof as confirmed by the Collateral
Agent to the Custodian in writing, (1) at any time other than during a
Suspension Period, Customer, and, after the receipt by the Custodian of an
election by the Collateral Agent to act as Instructing Party, Customer and the
Collateral Agent, jointly (it being understood that this provision shall not
confer on the Collateral Agent any rights with respect to the Custodial Account
not granted to it under the Pledge Agreement), (2) at any time during any
Suspension Period (other than any Suspension Period occurring as a result of the
delivery of a Liquidation Notice), the Collateral Agent and, to the extent
permitted by Section 3.1(b) hereof (and by Section 3.5 of the Pledge Agreement),
Customer and (3) at any time during any Suspension Period commenced as a result
of the delivery of a Liquidation Notice, the Collateral Agent, and (B) at any
time after the termination of the Pledge Agreement in accordance with Section
7.1 thereof as confirmed by the Collateral Agent to the Custodian in writing,
Customer.
"INSTRUCTIONS" means instructions which: (i) contain all necessary
information required by the Custodian to enable the Custodian to carry out the
Instructions; (ii) are received by the Custodian in writing or via the
Custodian's electronic instruction system, SWIFT, telephone, tested telex,
facsimile or such other methods as are for the time being agreed by Customer (or
an Authorized Person) and the Custodian; and (iii) the Custodian believes in
good faith have been given by an Authorized Person or are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Custodian may specify.
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"INSTRUMENT" has the meaning assigned thereto in Section 9-105 of the
NYUCC, but shall in no event include Foreign Securities, Bank Loans or Trade
Payables.
"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended.
"INVESTMENT MANAGER" means York Enhanced Strategies Management, LLC, a
New York limited liability company, or any successor investment manager
appointed in accordance with the terms of the Indenture.
"LIABILITIES" means any liabilities, losses, claims, costs, damages,
penalties, fines, obligations, or expenses of any kind whatsoever (including,
without limitation, reasonable attorneys', accountants', consultants' or
experts' fees and disbursements).
"LOAN DOCUMENTS" means, with respect to any Bank Loan, the definitive
credit agreement executed and delivered in connection therewith, and each other
agreement, instrument or other document executed or delivered in connection
therewith, in each case as amended or supplemented.
"NEGOTIABLE DOCUMENT" means a "Document" as defined in Section
9-102(a)(30) of the NYUCC, but shall in no event include Bank Loans or Trade
Payables.
"NOTIFICATIONS" has the meaning set forth in Section 2.11(a).
"NYUCC" means the UCC as in effect from time to time in the State of
New York.
"ORDINARY DOCUMENT" means (i) a Bank Loan, (ii) a Trade Payable, and
(iii) each other contract, agreement or instrument, in each case under this
clause (iii) which is in writing and which is not an Instrument, Chattel Paper
or a Negotiable Document.
"OTHER ACCOUNT PROPERTY" means all Account Property other than
Institutional Account Property.
"PARTICIPATION AGREEMENT" means the definitive agreement pursuant to
which a bank, fund, or other financial institution either acquires or sells all
or any portion of any of its rights and obligations under a Bank Loan.
"PARTY IN INTEREST" means with respect to the Custodial Account and the
Escrow Account, (A) prior to the termination of the Pledge Agreement in
accordance with Section 7.1 thereof as confirmed by the Collateral Agent to the
Custodian in writing, the Collateral Agent and (B) at all other times, Customer.
"PASSIVE PROXY VOTING SERVICE" has the meaning set forth in Section
2.11(f).
"REQUIRED RATING" means a rating of at least "P-l" by Xxxxx'x or at
least "A-l" by S&P, as applicable.
"RULE 17F-4" means RULE 17f-4 as promulgated under the Investment
Company Act.
"RULE 17F-5" means RULE 17f-5 as promulgated under the Investment
Company Act.
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"RULE 17F-7" means RULE 17f-7 as promulgated under the Investment
Company Act.
"SEC" has the meaning set forth in the Section 2.16(a).
"SECURITIES" means any security (as defined in Section 8-102 of the
NYUCC), but shall in no event include Foreign Securities, Bank Loans or Trade
Payables.
"SECURITIES DEPOSITORY" has the meaning set forth in Section 5.1(a).
"SECURITIES ENTITLEMENT" means the rights and property interests of an
Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of
Article 8 of the NYUCC.
"SECURITIES INTERMEDIARY" means the Custodian, a Subcustodian, a
Securities Depository, and any other financial institution which in the ordinary
course of business maintains Securities custody accounts for others and acts in
that capacity.
"SHORT SALE CUSTOMER ACCOUNT" means a segregated account in which
certain Securities and/or other assets of Customer shall be deposited and
withdrawn from time to time in connection with short sale transactions made in
accordance with Section 3.9 hereto.
"SHORT SALE BROKER ACCOUNT" means a segregated account in the name of a
broker, dealer, or futures commission merchant, or in the name of Customer for
the benefit of a broker, dealer, futures commission merchant, in each case as
pledgee of Customer, or otherwise, in accordance with an agreement between
Customer, the Custodian and a broker, dealer, or futures commission merchant,
separate and distinct from the Included Accounts and the Credit Enhancer
Liquidity Account, in which certain Securities and/or Cash of Customer shall be
deposited and withdrawn from time to time in connection with any short sale
transaction entered into in accordance with Section 3.9 hereto. Securities
intended to be held in a Short Sale Broker Account that are held with a
Securities Depository shall be deemed to have been deposited in, or withdrawn
from, such Short Sale Broker Account upon the Custodian's effecting an
appropriate entry in its books and records.
"STATEMENT OF ACCOUNT" has the meaning set forth in the Section
2.12(a).
"SUBCUSTODIAN" has the meaning set forth in Section 5.1(a) and includes
Affiliated Subcustodians.
"SUSPENSION PERIOD" means each period of time commencing on the date of
the delivery of a Notice of Suspension, which Notice of Suspension shall be
deemed automatically delivered upon the delivery of any Acceleration Notice,
Final Maturity Payment Default Notice or Liquidation Notice, and ending upon the
date of delivery of a Withdrawal Notice with respect to each Notice of
Suspension previously delivered.
"THE ACTIVE PROXY VOTING SERVICE" has the meaning set forth in Section
2.11(a).
"TRADE PAYABLES" means all items of Other Account Property which, in
accordance with Section 3.8, are clearly marked as "Trade Payables."
"TRANSMITTAL LETTER" has the meaning set forth in Section 2.2(c).
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"TYPE" means, with respect to each item of Other Account Property, such
item constituting one of the following types of Account Property: a Certificated
Security, Chattel Paper, an Instrument (other than a Certificated Security), a
Negotiable Document, an Ordinary Document, a Bank Loan, or Trade Payables.
"UCC" means, with respect to any jurisdiction, Articles 1, 8 and 9 of
the Uniform Commercial Code as from time to time in effect in such jurisdiction.
"WITHDRAWAL NOTICE" means a written notice duly completed and dated,
signed on behalf of an officer of the Collateral Agent withdrawing a Notice of
Suspension, Acceleration Notice or Liquidation Notice previously delivered by
the Collateral Agent.
(b) All terms in the singular will have the same meaning in the
plural unless the context otherwise provides and visa versa.
(c) All references in this Agreement to an agreement, instrument
or other document shall be construed as a reference to that agreement,
instrument or document as the same may be amended, modified, varied,
supplemented or novated from time to time.
2. APPOINTMENT OF CUSTODIAN; CUSTODIAL ACCOUNTS
2.1 CUSTODIAL ACCOUNT.
(a) In accordance with the terms and conditions of the Pledge
Agreement, the Custodian is hereby appointed to act as agent, bailee, securities
intermediary and custodian of all Cash, Foreign Securities, Chattel Paper,
Instruments, Negotiable Documents, Ordinary Documents, Securities and other
identified tangible or intangible property at any time delivered to the
Custodian and identified for deposit in the Custodial Account by or on behalf of
Customer during the term of this Agreement, including all distributions from and
proceeds of the foregoing received by the Custodian during such term
(collectively, the "ACCOUNT PROPERTY") and authorizes the Custodian to hold or
credit to the Custodial Account the Account Property as herein provided. The
Custodian hereby accepts such appointment on the terms and conditions set forth
herein.
(c) The Custodian agrees to hold and physically segregate for the
account of Customer the following accounts:
(i) a securities account, designated as Account No.
10224181.4 (the "CUSTODIAL ACCOUNT"), which may
include one or more sub-accounts for record-keeping
purposes, in which it will hold the Account Property
as provided herein and which shall be named the "York
Enhanced Strategies Fund, Pledged to Deutsche Bank
Trust Company Americas, as Collateral Agent, as
secured party," and
(ii) a securities account, designated as Account No.
10224181.5 (the "ESCROW ACCOUNT"), which may include
one or more sub-accounts for record-keeping purposes,
in which it will hold payments or distributions made
by Customer for the purpose of maintaining its income
tax status as a
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regulated investment company or to avoid the
imposition of the excise tax under Section
4882 of the Internal Revenue Code of 1986, as
amended, and as to which shareholders of Customer
shall retain a claim against Customer to the extent
of any amounts paid to the Collateral Agent for the
benefit of the Secured Parties (or any other
creditors of Customer) from the Escrow Account.
(c) The Custodian shall hold in the Custodial Account, subject to
the provisions hereof, all Cash received by it from or for the account of
Customer. Funds held by the Custodian for Customer may be deposited by it to its
credit as Custodian or in such other banks or trust companies as the Custodian
may in its discretion deem necessary or desirable; provided, however that every
such bank or trust company shall be qualified to act as a custodian under the
Investment Company Act and that each such bank or trust company and the funds to
be deposited with each such bank or trust company shall be approved by vote of a
majority of the Board of Directors of Customer. Such funds shall be deposited by
the Custodian in its capacity as Custodian and may only be withdrawn by the
Custodian in that capacity.
(d) All of the provisions of this Agreement applicable to the
Custodial Account and Account Property shall, mutatis mutandis, be applicable to
the Escrow Account.
2.2 FINANCIAL ASSETS; CONTROL; OTHER ACCOUNT PROPERTY.
(a) Each party hereto agrees that each item constituting "Account
Property" (other than Cash) is to be treated as a "financial asset" within the
meaning of Section 8-102(a)(9) of the NYUCC. Any Cash constituting Account
Property shall be maintained by the Custodian in an Eligible Account
constituting a component of the Custodial Account. The Custodian agrees that if
at any time it shall receive any order from the Collateral Agent (i) directing
disposition of funds in the Custodial Account or the Escrow Account or (ii)
directing transfer or redemption of the Financial Assets relating to the
Custodial Account or the Escrow Account, the Custodian shall comply with such
entitlement order or Instruction without further consent by Customer or any
other person. In the event of a conflict between an entitlement order or
Instruction, as the case may be, of Customer and an entitlement order or
Instruction, as the case may be, of the Collateral Agent, the entitlement order
or Instruction of the Collateral Agent shall prevail. The parties agree that the
Collateral Agent shall have "control," within the meaning of Sections
8-106(d)(2), 9-104 and 9-106 of the NYUCC, of the Custodial Account and the
Escrow Account and of each Financial Asset and other property (including Cash)
held therein.
(b) The Custodian hereby represents and warrants that it has not
entered into, and hereafter during the term of this Agreement shall not enter
into, any agreement granting "control" (within the meaning of Section
8-106(d)(2), 9-104 and 9-106 of the NYUCC) with respect to the Custodial Account
or the Account Property therein to any Person, other than as set forth in this
Agreement. The Custodian is a bank or trust company which in the ordinary course
of its business maintains security accounts for others and is acting in that
capacity as Custodian under this Agreement.
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(c) Notwithstanding anything to the contrary contained herein, the
Custodian shall have the same obligations hereunder with respect to each item of
Other Account Property as shall apply to Institutional Account Property to the
extent such Other Account Property conforms to the usual and customary form of
Institutional Account Property of a similar Type. Customer acknowledges and
agrees that all Other Account Property delivered by or on behalf of Customer to
the Custodian shall (i) conform in both form and substance to the terms of this
Agreement and (ii) be listed on a trade ticket (each a "TRANSMITTAL LETTER")
delivered to the Custodian prior or simultaneously therewith. With respect to
Other Account Property, the Custodian shall be obligated to treat the same in
accordance with the Type thereof, and shall be fully justified and entitled to
act hereunder in accordance with and in reliance on the Type marked thereon with
respect thereto. In the event that any item of Other Account Property shall not
be clearly marked as to Type, the Custodian shall promptly notify Customer and
the Instructing Party thereof and, until such time as the Instructing Party
shall identify such item by Type pursuant to Instructions, the Custodian shall
treat such item as an Ordinary Document.
2.3 SEGREGATION OF ASSETS; NOMINEE NAME.
(a) The Custodian will identify in its records that Financial
Assets credited to each Included Account are being held for the account of
Customer, subject to the terms and conditions of this Agreement.
(b) To the extent permitted by Applicable Law or market practice,
the Custodian will require each Subcustodian to identify in its own records that
Financial Assets held at such Subcustodian by the Custodian on behalf of its
customers belong to customers of the Custodian in accordance with the terms and
conditions of this Agreement, such that it is readily apparent that the
Financial Assets do not belong to the Custodian or the Subcustodian.
2.4 PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT.
(a) Promptly after each purchase or sale of any Account Property
(and prior to the time at which the Custodian is required to release or deliver
any Account Property (including any Cash purchase price) in connection
therewith), the Instructing Party and, to the extent reasonably required by the
Custodian at its option (provided however, that the Custodian shall have no
obligation to seek such Instruction), Customer shall deliver to the Custodian
Instructions specifying all information necessary for the Custodian to deliver
such Account Property (and sufficient to indicate that the same is in compliance
with the requirements of this Agreement and the Indenture). The Custodian shall
account for all purchases and sales of Account Property on the settlement date
as determined in accordance with Sections 2.5 and Section 2.6 hereof. In
connection with each sale or other transfer of Other Account Property, the
Instructing Party shall deliver to the Custodian a trade ticket (each, a
"DISPOSITION LETTER") listing each item of Other Account Property subject to
such sale or transfer. In connection with settlements of purchases of privately
placed notes or certificates on shares of beneficial interest, in each case,
upon original issuance, the Custodian will make payment on a delivery versus
payment basis.
(b) Customer and the Collateral Agent understand that when the
Custodian is instructed to deliver Account Property against payment, delivery of
such Account Property and receipt of payment therefor may not be completed
simultaneously. Customer and the Collateral
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Agent each agrees that the Custodian shall have no responsibility or liability
for any credit risks involved in connection with the Custodian's delivery of
Account Property pursuant to Instructions of the Instructing Party; provided,
however, that the Custodian shall not be obligated to deliver Account Property
prior to receipt of payment therefor. The Custodian agrees that in the event no
payment is received by the Custodian in connection with any delivery of Account
Property, the Custodian shall, upon the request of the Instructing Party and at
the sole cost and expense of Customer, use reasonable and customary efforts (in
accordance with its ordinary custody business practices) to seek the return of
such Account Property or the payment therefor; provided, however, that the
Custodian shall have no obligation hereunder to commence or engage in any
litigation or arbitration in connection therewith.
(c) Payment with respect to a transaction will not be "final"
until the Custodian shall have received immediately available funds which under
Applicable Law are irreversible and not subject to any security interest, levy
or other encumbrance (other than those contemplated by the Indenture), and which
are specifically applicable to such transaction.
(d) The Custodian shall have no obligation, and shall not be
liable, for any loss or damage whatsoever resulting from its failure to settle
any Account Property transaction where the rules of a Securities Depository
prevent the receipt or delivery of such Account Property (i.e., that such
Account Property has been "chilled"). The Custodian may, but shall have no
obligation to, attempt to utilize alternative methods of delivering securities
from time to time offered by a Securities Depository.
(e) Unless otherwise invested overnight as directed in a timely
manner by the Instructing Party, all Dollars in the Included Accounts at the end
of a business day will be invested in Cash Equivalents by the Custodian as
instructed by the Instructing Party (which investment shall be in the name of
the Custodian and shall be solely under the control and dominion of the
Custodian, subject to the duties and covenants of the Custodian under this
Agreement).
(f) Each of Customer and the Collateral Agent hereby covenants and
agrees that in any instance in which it shall or may act as Instructing Party,
it shall only instruct the Custodian, with respect to each Included Account and
any Account Property, in a way that is consistent with and in compliance with
the Pledge Agreement, this Agreement and the other Transaction Documents to
which it is a party and that may be applicable.
(g) In no instance shall the Custodian be required to receive, and
the Instructing Party shall not cause, the assignment to the Custodian of any
Other Account Property (including, without limitation, any Bank Loans) unless
(i) the terms of such assignment and Other Account Property do not impose upon
the Custodian, as assignee, any obligations or liabilities (including, without
limitation any funding or lending obligations) and (ii) the terms of such
assignment expressly state that such assignment is made strictly and solely to
the Custodian in its capacity as a nominee, that the Custodian in its individual
corporate capacity shall not have and does not assume any obligations or
liabilities thereunder, and such assignment is subject to the condition that
there shall be no recourse in respect of any obligations or liabilities arising
out of such assignment or assigned property against the Custodian in its
individual or corporate capacity (or against its assets or properties owed in
its individual or corporate capacity).
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(h) With respect to all transactions for any Included Account,
including, without limitation, dividend and interest payments and sales and
redemptions of Account Property, availability of funds credited to the Custodial
Account shall be based on the type of funds used in the trade settlement or
payment, including, but not limited to, same day availability for federal or
same day funds.
2.5 SETTLEMENT OF TRADES.
When the Custodian receives an Instruction directing settlement of a
transaction in Financial Assets that includes all information required by the
Custodian, the Custodian will use reasonable care to effect such settlement as
instructed. Settlement of transactions in Financial Assets will be conducted in
accordance with prevailing standards of the market in which the transaction
occurs. Without limiting the generality of the foregoing, the risk of loss will
be Instructing Party's whenever the Custodian delivers Financial Assets or
payment in accordance with applicable market practice in advance of receipt or
settlement of the expected consideration. In the case of the failure of
Customer's counterparty (or other appropriate party) to deliver the expected
consideration as agreed, the Custodian will contact the counterparty to seek
settlement, but the Custodian will not be obligated to institute legal
proceedings, file a proof of claim in any insolvency proceeding, or take any
similar action.
2.6 CONTRACTUAL SETTLEMENT DATE ACCOUNTING.
(a) The Custodian will effect book entries on a "contractual
settlement date accounting" basis as described below with respect to the
settlement of trades in those markets where the Custodian generally offers
contractual settlement date accounting and will notify Customer and the
Collateral Agent of those markets from time to time.
(i) SALES: On the settlement date for a sale, the
Custodian will credit the applicable Included Account
with the proceeds of the sale and transfer the
relevant Financial Assets to an account at the
Custodian pending settlement of the trade where not
already delivered.
(ii) PURCHASES: On the settlement date for the purchase
(or earlier, if market practice requires delivery of
the purchase price before the settlement date), the
Custodian will debit the applicable Included Account
for the settlement amount and credit a separate
account at the Custodian. The Custodian then will
post the applicable Included Account as awaiting
receipt of the expected Financial Assets. Customer
will not be entitled to the Financial Assets that are
awaiting receipt until the Custodian (or, if
applicable, Subcustodian) actually receives them.
The Custodian reserves the right to restrict in good faith the availability of
contractual settlement date accounting for credit or operational reasons.
(b) The Custodian may (in its absolute discretion) upon oral or
written notification to the Instructing Party reverse any debit or credit made
pursuant to Section 2.6(a) prior to a transaction's actual settlement, and
Customer will be responsible for any costs or liabilities
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resulting from such reversal. Customer acknowledges that the procedures
described in this sub-section are of an administrative nature, and the Custodian
does not undertake to make loans and/or Financial Assets available to Customer.
2.7 ACTUAL SETTLEMENT DATE ACCOUNTING.
With respect to any sale or purchase transaction that is not posted to
an Included Account on the contractual settlement date as referred to in Section
2.6, the Custodian will post the transaction on the date on which the Cash or
Financial Assets received as consideration for the transaction is actually
received by the Custodian.
2.8 INCOME COLLECTION (AUTOCREDIT(R)).
(a) The Custodian will credit the applicable Included Account with
income and redemption proceeds on Financial Assets in accordance with the times
notified by the Custodian from time to time on or after the anticipated payment
date, net of any taxes that are withheld by the Custodian or any third party.
Where no time is specified for a particular market, income and redemption
proceeds from Financial Assets will be credited only after actual receipt and
reconciliation. The Custodian may reverse such credits upon oral or written
notification to Customer that the Custodian believes that the corresponding
payment will not be received by the Custodian within a reasonable period or such
credit was incorrect.
(b) The Custodian will make good faith efforts in its discretion
to contact appropriate parties to collect unpaid interest, dividends or
redemption proceeds, but neither the Custodian nor its Subcustodians will be
obliged to file any formal notice of default, institute legal proceedings, file
a proof of claim in any insolvency proceeding, or take any similar action.
2.9 CERTAIN MINISTERIAL ACTS.
Until the Custodian receives Instructions to the contrary, the
Custodian will:
(i) present all Financial Assets for which the Custodian
has received notice of a call for redemption or that
have otherwise matured, and all income and interest
coupons and other income items that call for payment
upon presentation;
(ii) execute in the name of the Customer such certificates
as may be required to obtain payment in respect of
Financial Assets;
(iii) exchange interim or temporary documents of title held
in each Included Account for definitive documents of
title; and
(iv) provide information concerning the Included Accounts
to Subcustodians, Securities Depositories,
counterparties, issuers of Financial Assets,
governmental entities, securities exchanges,
self-regulatory entities, and similar entities to the
extent required by Applicable Law or as may be
required in the ordinary course by market practice or
otherwise in order to provide the services
contemplated by this Agreement.
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2.10 CORPORATE ACTIONS.
(a) The Custodian will notify Customer (with a copy to the
Collateral Agent) of any Corporate Action of which information is either (i)
received by it or a Subcustodian to the extent that the Custodian's central
corporate actions department has actual knowledge of the Corporate Action in
time to notify its customers in a timely manner or (ii) published via a formal
notice in publications and reporting services routinely used by the Custodian
for this purpose in time for the Custodian to notify its customers in a timely
manner. The Custodian also will use its reasonable efforts to notify Customer
(with a copy to the Collateral Agent and the Collateral Agent shall forward such
notices to the Representatives) of any class action litigation for which
information is actually received by the Custodian's central corporate actions
department but shall not be liable for any Liabilities arising out of the
Custodian's failure to identify Customer's interest in any class action
litigation. The Custodian does not commit, however, to provide information
concerning Corporate Actions or class action litigation relating to Financial
Assets being held at Customer's request in a name not subject to the control of
the Custodian or its Subcustodian.
(b) If the Instructing Party fails to provide the Custodian with
timely Instructions with respect to any Corporate Action or class action,
neither the Custodian nor its Subcustodians or their respective nominees will
take any action in relation to that Corporate Action or class action, except as
otherwise agreed in writing by the Custodian and Customer or as may be set forth
by the Custodian as a default action in the notification it provides under
Section 2.10(a) with respect to that Corporate Action or class action.
(c) The Custodian may sell or otherwise dispose of fractional
interests in Financial Assets arising out of a Corporate Action or class action
litigation and, to the extent necessary to protect Customer's interest in that
Corporate Action or class action, credit the applicable Included Account with
the proceeds of the sale or disposition.
(d) Notices of Corporate Actions and class actions dispatched to
Customer and the Collateral Agent may have been obtained from sources which the
Custodian does not control and may have been translated or summarized. Although
the Custodian believes such sources to be reliable, the Custodian has no duty to
verify the information contained in such notices nor the faithfulness of any
translation or summary and therefore does not guarantee its accuracy,
completeness or timeliness, and shall not be liable to Customer for any loss
that may result from relying on such notice.
2.11 PROXIES.
(a) Subject to and upon the terms of this Section 2.11, the
Custodian will provide Customer and the Collateral Agent with information which
it receives on matters to be voted upon at meetings of holders of Financial
Assets ("NOTIFICATIONS"), and, subject to the terms and conditions of this
Agreement (including, but not limited to, Section 3.1(b) hereof) the Custodian
will act in accordance with Customer's Instructions in relation to such
Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by
the Custodian at its proxy voting department too late to permit timely voting by
Customer, the Custodian's only obligation will be
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to provide, so far as reasonably practicable, a Notification (or summary
information concerning a Notification) on an "information only" basis.
(b) The active proxy voting service is available only in certain
markets, details of which are available from the Custodian on request. Provision
of the active proxy voting service is conditional upon receipt by the Custodian
of a duly completed enrollment form as well as additional documentation that may
be required for certain markets.
(c) The Custodian will act upon Instructions to vote on matters
referred to in a Notification, provided Instructions are received by the
Custodian at its proxy voting department by the deadline referred to in the
relevant Notification. If Instructions are not received in a timely manner, the
Custodian will not be obligated to provide further notice to Customer and shall
not be obliged to vote. It is Customer's obligation to monitor the agreed means
of providing Notifications to determine if new Notifications have been received.
(d) The Custodian reserves the right to provide Notifications or
parts thereof in the language received. The Custodian will attempt in good faith
to provide accurate and complete Notifications, whether or not translated.
(e) Customer acknowledges that Notifications and other information
furnished pursuant to the active proxy voting service ("INFORMATION") are
proprietary to the Custodian and that the Custodian owns all intellectual
property rights, including copyrights and patents, embodied therein.
Accordingly, Customer will not make any use of such information except in
connection with the active proxy voting service.
(f) In markets where the active proxy voting service is not
available or where the Custodian has not received a duly completed enrollment
form or other relevant documentation, the Custodian will not provide
Notifications to Customer but will endeavor to act upon Instructions to vote on
matters before meetings of holders of Financial Assets where it is reasonably
practicable for the Custodian (or its Subcustodians or nominees as the case may
be) to do so and where such Instructions are received in time for the Custodian
to take timely action (the "PASSIVE PROXY VOTING SERVICE").
(g) Customer acknowledges that the provision of proxy voting
services (whether active or passive) may be precluded or restricted under a
variety of circumstances. These circumstances include, but are not limited to:
(i) the Financial Assets being on loan or out for
registration;
(ii) the pendency of conversion or another Corporate
Action;
(iii) Financial Assets being held at Customer's request in
a name not subject to the control of the Custodian or
its Subcustodian;
(iv) in a margin or collateral account at the Custodian or
another bank or broker, or otherwise in a manner
which affects voting;
(v) local market regulations or practices, or
restrictions by the issuer; or
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(vi) the Custodian may be required to vote all shares held
for a particular issue for all of the Custodian's
customers on a net basis (i.e. a net yes or no vote
based on voting instructions received from all its
customers). Where this is the case, the Custodian
will inform Customer by means of the Notification.
(h) Notwithstanding the fact that the Custodian may act in a
fiduciary capacity with respect to Customer under other agreements, in
performing active or passive voting proxy services the Custodian will be acting
solely as the agent of Customer, and will not exercise any discretion, with
regard to such proxy services or vote any proxy except when directed by an
Authorized Person.
2.12 STATEMENTS AND INFORMATION AVAILABLE ON-LINE.
(a) The Custodian will send to Customer and the Collateral Agent,
at times mutually agreed upon, formal statements of account in the Custodian's
standard format for each Included Account, identifying the Financial Assets and
Cash held in each Included Account (each such statement a "STATEMENT OF
ACCOUNT"). Additionally, the Custodian will send Customer and the Collateral
Agent an advice or notification of any transfers of Cash or Financial Assets
with respect to each Included Account. The Custodian will not be liable with
respect to any matter set forth in those portions of any Statement of Account or
any such advice (or reasonably implied therefrom) to which Customer has not
given the Custodian a written exception or objection within sixty (60) days of
receipt of the Statement of Account, provided such matter is not the result of
the Custodian's gross negligence, willful misconduct or bad faith. References in
this Agreement to Statements of Account include Statements of Account in
electronic form.
(b) Prices and other information obtained from third parties which
may be contained in any Statement of Account or other statement sent to Customer
have been obtained from sources the Custodian believes to be reliable. The
Custodian does not, however, make any representation as to the accuracy of such
information or that the prices specified necessarily reflect the proceeds that
would be received on a disposal of the relevant Financial Assets.
(c) Customer acknowledges that, except for Statements of Account
or as otherwise expressly agreed by the Custodian, records and reports available
to it on-line may not be accurate due to mis-postings, delays in updating
Included Account records, and other causes. The Custodian will not be liable for
any loss or damage arising out of the inaccuracy of any such records or reports
accessed on-line.
2.13 ACCESS TO THE CUSTODIAN'S RECORDS.
The Custodian will allow the Collateral Agent and Customer's
independent public accountants such reasonable access to the records of the
Custodian relating to Financial Assets as is required in connection with their
examination of books and records pertaining to Customer's affairs. Subject to
restrictions under Applicable Law, the Custodian also will obtain an undertaking
to permit the Collateral Agent and Customer's independent public accountants,
reasonable access to the records of any Subcustodian of Securities held in each
Included Account as may be required in connection with such examination.
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2.14 MAINTENANCE OF FINANCIAL ASSETS AT SUBCUSTODIAN LOCATIONS.
(a) Unless Instructions require another location acceptable to the
Custodian, Financial Assets will be held in the country or jurisdiction in which
their principal trading market is located, where such Financial Assets may be
presented for payment, where such Financial Assets were acquired, or where such
Financial Assets are held. The Custodian reserves the right to refuse to accept
delivery of Financial Assets or Cash in countries and jurisdictions other than
those referred to in Schedule 1 to this Agreement, as in effect from time to
time.
(b) The Custodian will not follow an Instruction from Customer to
hold Financial Assets with, or have them registered or recorded in the name of,
any person not approved by the Collateral Agent in writing.
2.15 FOREIGN EXCHANGE TRANSACTIONS.
To facilitate the administration of Customer's trading and investment
activity, the Custodian may, but will not be obliged to, enter into spot or
forward foreign exchange contracts with Customer, and may also provide foreign
exchange contracts and facilities through its Affiliates or Subcustodians.
Instructions, including standing Instructions, may be issued with respect to
such contracts, but the Custodian may establish rules or limitations concerning
any foreign exchange facility made available. In all cases where the Custodian,
its Affiliates or Subcustodians enter into a master foreign exchange contract
that covers foreign exchange transactions for the Included Accounts, the terms
and conditions of that foreign exchange contract and, to the extent not
inconsistent, this Agreement, will apply to such transactions.
2.16 COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 17F-5.
(a) Customer's Board of Directors hereby delegates to the
Custodian, and, except as to the country or countries as to which the Custodian
may, from time to time, advise Customer that it does not accept such delegation,
the Custodian hereby accepts the delegation to it, of the obligation to perform
as Customer's Foreign Custody Manager including for the purposes of: (i)
selecting Eligible Foreign Custodians or that have otherwise been exempted
pursuant to an exemptive order issued by the Securities and Exchange Commission
("SEC") to hold foreign Financial Assets and Cash, (ii) evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set forth in
Rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set
forth in Rule 17f-5(c)(3)).
(b) In connection with the foregoing, the Custodian shall:
(i) provide written reports notifying Customer's Board of
Directors of the placement of Financial Assets and
Cash with particular Eligible Foreign Custodians and
of any material change in the arrangements with such
Eligible Foreign Custodians, with such reports to be
provided to Customer's Board of Directors at such
times as the Board of Directors deems reasonable and
appropriate based on the circumstances of Customer's
foreign custody arrangements (and until further
notice from Customer such reports shall be provided
not less than quarterly with
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respect to the placement of Financial Assets and Cash
with particular Eligible Foreign Custodians and with
reasonable promptness upon the occurrence of any
material change in the arrangements with such
Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence
in performing as Customer's Foreign Custody Manager
as a person having responsibility for the safekeeping
of foreign Financial Assets and Cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first
have determined that foreign Financial Assets and
Cash placed and maintained in the safekeeping of such
Eligible Foreign Custodian shall be subject to
reasonable care, based on the standards applicable to
custodians in the relevant market, after having
considered all factors relevant to the safekeeping of
such foreign Financial Assets and Cash, including,
without limitation, those factors set forth in Rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible
Foreign Custodian requires that the Eligible Foreign
Custodian shall provide reasonable care for foreign
Financial Assets and Cash based on the standards
applicable to custodians in the relevant market; and
(v) have established a system to monitor the continued
appropriateness of maintaining foreign Financial
Assets and Cash with particular Eligible Foreign
Custodians and of the governing contractual
arrangements; it being understood, however, that in
the event that the Custodian shall have determined
that the existing Eligible Foreign Custodian in a
given country would no longer afford foreign
Financial Assets and Cash reasonable care and that no
other Eligible Foreign Custodian in that country
would afford reasonable care, the Custodian shall
promptly so advise Customer and shall then act in
accordance with the Instructions of Customer with
respect to the disposition of the affected foreign
Financial Assets and Cash.
Subject to (b)(i)-(v) above, the Custodian is hereby authorized to place and
maintain foreign Financial Assets and Cash on behalf of Customer with Eligible
Foreign Custodians pursuant to a written contract deemed appropriate by the
Custodian.
(c) Except as expressly provided herein, Customer shall be solely
responsible to assure that the maintenance of foreign Financial Assets and Cash
hereunder complies with the rules, regulations, interpretations and exemptive
orders as promulgated by or under the authority of the SEC.
(d) The Custodian represents to Customer that it is a "U.S. Bank"
as defined in Rule 17f-5(a)(7). Customer represents to the Custodian that: (i)
the foreign Financial Assets and Cash being placed and maintained in the
Custodian's custody are subject to the Investment Company Act; and (ii) its
Board of Directors: (A) has determined that it is reasonable to rely on the
Custodian to perform as Customer's Foreign Custody Manager or (B) its investment
adviser shall
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have determined that Customer may maintain foreign Financial Assets and Cash in
each country in which Customer's Financial Assets and Cash shall be held
hereunder and determined to accept Country Risk. Nothing contained herein shall
require the Custodian to make any selection or to engage in any monitoring on
behalf of Customer that would entail consideration of Country Risk.
(e) The Custodian shall provide to Customer such information
relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby
acknowledges that: (i) such information is solely designed to inform Customer of
market conditions and procedures and is not intended as a recommendation to
invest or not invest in particular markets; and (ii) the Custodian has gathered
the information from sources it considers reliable, but that the Custodian shall
have no responsibility for inaccuracies or incomplete information.
2.17 COMPLIANCE WITH RULE 17F-7.
(a) The Custodian shall, for consideration by Customer, provide an
analysis of the custody risks associated with maintaining Customer's foreign
Financial Assets with each Eligible Securities Depository used by the Custodian
as of the date hereof (or, in the case of an Eligible Securities Depository not
used by the Custodian as of the date hereof, prior to the initial placement of
Customer's foreign Financial Assets at such Securities Depository) and at which
any foreign Financial Assets of Customer are held or are expected to be held.
The foregoing analysis will be provided to Customer at the Custodian's Website.
In connection with the foregoing, Customer shall notify the Custodian of any
Eligible Securities Depositories at which it does not choose to have its foreign
Financial Assets held. The Custodian shall monitor the custody risks associated
with maintaining Customer's foreign Financial Assets at each such Eligible
Securities Depository on a continuing basis and shall promptly notify Customer
or its adviser of any material changes in such risks.
(b) The Custodian shall exercise reasonable care and diligence in
performing the requirements set forth in Section 2.17(a) above.
(c) Eligible Securities Depositories used by the Custodian as of
the date hereof are set forth in Schedule 2 hereto, and as the same may be
amended on notice to Customer from time to time. Based on the information
available to it in the exercise of diligence, the Custodian shall determine the
eligibility under Rule 17f-7 of each depository before including it on Schedule
2 hereto and shall promptly advise Customer if any Eligible Securities
Depository ceases to be eligible.
3. INSTRUCTIONS
3.1 INSTRUCTIONS; UNCLEAR INSTRUCTIONS.
(a) Customer authorizes the Custodian to accept and act upon any
Instructions received by it from any Instructing Party without inquiry. Customer
will indemnify the Custodian Indemnitees against, and hold each of them harmless
from, any Liabilities that may be imposed on, incurred by, or asserted against
the Custodian Indemnitees as a result of any action or omission taken in
accordance with any Instructions or other directions upon which the Custodian is
authorized to rely under the terms of this Agreement. Subject to Section 3.1(b)
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below, the Custodian shall be entitled to follow the Instructions of the
Instructing Party with respect to any payment or disbursements of funds, or
release or delivery of Account Property from any Included Account without
liability on its part and without any obligation or duty to inquire into,
investigate, monitor or otherwise determine compliance with the applicable
terms, restrictions, limitations or requirements of any other Transaction
Document, including, without limitation, applicable terms of the Pledge
Agreement, the Indenture or the Operating Agreement, and shall not otherwise
have any duty to monitor, determine, inquire as to or ascertain the compliance
by Customer (or any other party) with respect to any of the Transaction
Documents.
(b) Notwithstanding any term of Section 3.1(a) to the contrary,
during any Suspension Period (other than any Suspension Period occurring as a
result of the delivery of a Liquidation Notice), Customer shall continue to be
entitled to instruct the Custodian (as Instructing Party), and the Custodian
shall continue to follow such Instructions, with respect to the Custodial
Account, except that:
(i) any Instruction by Customer to release, deliver, sell
or otherwise dispose of Account Property, shall be
accompanied by written evidence acceptable to the
Custodian (at its option and on which it may
conclusively rely) of the consent or approval by the
Controlling Class, the Controlling Class
Representative or the Collateral Agent; or, if not
accompanied by such consent, the Custodian shall
promptly give written notice to the Collateral Agent
and if within three Business Days of the Collateral
Agent's receipt of such notice (or, if such
Instruction is accompanied by a certificate of an
Authorized Person to the effect that such Account
Property has a Market Value of $12,000,000 or less,
on which the Custodian may conclusively rely, within
two Business Days of the Collateral receipt of such
notice), the Custodian shall not have received
written objection thereto from the Collateral Agent,
it shall follow such Instruction of Customer
provided, that the foregoing shall not apply to (A)
sales or dispositions of Account Property to the
extent such sales and dispositions do not exceed
$4,000,000 in the aggregate during the existence of
such Suspension Period, or (B) sales or dispositions
the proceeds of which are to be used to cure or
assist in curing any Over-Collateralization Test
Deficiency or Event of Default, to pay Secured
Obligations then due and payable or to make
distributions in respect of Preferred Shares that are
then due and payable and then permitted to be paid in
accordance with the Indenture;
(ii) any Instructions by Customer to release or deliver
any Account Property (including Cash) for the purpose
of purchasing or acquiring any Account Property other
than Cash Equivalents shall be accompanied by written
evidence acceptable to the Custodian (at its option
and on which it conclusively may rely) of the prior
written consent of the Controlling Class or the
Controlling Class Representative; provided, further,
that Customer may, upon prompt written notice to the
Representatives and the Custodian (with a copy to the
Collateral Agent), (1) purchase a Fund Investment if,
as certified by Customer to the Collateral Agent (A)
such Fund Investment will be added to the Collateral,
(B) such purchase is for
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an amount, as reasonably determined by Customer,
which is not more than the fair market value of such
Fund Investment as of such date or as of the date of
the commitment by Customer to make such purchase and
(C) the commitment for such purchase existed prior to
the receipt of such Notice of Suspension and (2)
direct the Custodian to transfer amounts from the
Custodial Account to satisfy any pre-existing funding
obligation of Customer under any Fund Investment.;
and
(iii) during any Suspension Period occurring as a result of
the delivery of a Liquidation Notice, the Custodian
shall (A) not follow any directions regarding the
funds or other property on deposit in the Custodial
Account from Customer and (B) take all reasonable
actions to assist the Collateral Agent in a
foreclosure and enforcement in the manner set forth
herein, including, without limitation, the prompt
transfer to the Collateral Agent from time to time at
its request of all funds in the Custodial Account and
of all proceeds and products of the Collateral.
(c) Unless otherwise expressly provided, all Instructions will
continue in full force and effect until canceled or superseded.
(d) The Custodian may (in its sole discretion and without
affecting any part of this Section 3.1) seek clarification or confirmation of an
Instruction from the Instructing Party and may decline to act upon an
Instruction if it does not receive clarification or confirmation satisfactory to
it. The Custodian will not be liable for any loss arising from any delay while
it seeks such clarification or confirmation. Notwithstanding anything to the
contrary contained herein, during any Suspension Period, the Custodian shall
have the right to refrain from taking any Instructions from the Instructing
Party unless the Custodian shall have reasonably determined that (i) it will be
compensated for its services rendered hereunder at the times and in the amounts
agreed to in accordance with Section 4.1 hereof, with any past due amounts being
paid upon demand, and (ii) it is and shall be adequately indemnified for any and
all liabilities, losses, damages, costs, expenses and claims in connection with
the performance of its duties hereunder, upon terms and conditions substantially
similar to those terms and conditions set forth herein, by Customer.
(e) In executing or paying a payment order the Custodian may rely
upon the identifying number (e.g. Fedwire routing number or account) of any
party as instructed in the payment order. Customer assumes full responsibility
for any inconsistency between the name and identifying number of any party in
payment orders issued to the Custodian in Customer's name.
3.2 CONFIRMATION OF ORAL INSTRUCTIONS/ SECURITY DEVICES.
Any Instructions delivered to the Custodian by telephone will promptly
thereafter be confirmed in writing by an Authorized Person. Each confirmation is
to be clearly marked "Confirmation." The Custodian will not be liable for having
followed such Instructions notwithstanding the failure of an Authorized Person
to send such confirmation in writing or the failure of such confirmation to
conform to the telephone Instructions received. Any party hereto
21
may record any of their telephonic communications. Customer will comply with any
security procedures reasonably required by the Custodian from time to time with
respect to verification of Instructions. Customer will be responsible for
safeguarding any test keys, identification codes or other security devices that
the Custodian will make available to Customer or any Authorized Person.
3.3 INSTRUCTIONS FROM INVESTMENT MANAGER.
All actions that Customer is permitted or required to take in
accordance with the terms hereof (including, without limitations, providing any
notices to any Person or giving Instructions to the Custodian in accordance with
the terms hereof) may be taken by the Investment Manager on behalf of Customer.
3.4 CERTIFICATE OF AUTHORIZED PERSONS.
Substantially contemporaneously with the execution and delivery of this
Agreement, Customer shall provide to the Custodian a Certificate of Authorized
Persons, which may be changed or altered from time to time by delivery of a
subsequent Certificate of Authorized Persons (from any Authorized Person), upon
which the Custodian shall be entitled to rely conclusively. Customer agrees to
furnish to the Custodian a new Certificate of Authorized Persons in the event of
any change in the then present Authorized Persons. Until such new Certificate is
received, the Custodian shall be fully protected in acting upon Instructions of
such present Authorized Persons.
3.5 INSTRUCTIONS; CONTRARY TO LAW/MARKET PRACTICE.
The Custodian need not act upon Instructions which it reasonably
believes to be contrary to law or regulation, but the Custodian will be under no
duty to investigate whether any Instructions comply with Applicable Law or
market practice.
3.6 CUT-OFF TIMES.
The Custodian has established cut-off times for receipt of some
categories of Instruction, which will be made available to Customer. If the
Custodian receives an Instruction after its established cut-off time, the
Custodian will attempt to act upon the Instruction on the day requested if the
Custodian deems it practicable to do so or otherwise as soon as practicable on
the next business day.
3.7 SPECIAL PROVISIONS RELATING TO BANK LOANS.
(a) In the case of any Bank Loan that is to be delivered, assigned
or transferred to the Custodian, Customer shall deliver to the Custodian, for
the benefit of the Collateral Agent, as soon as practicable: (i) a copy of all
documents evidencing the purchase or acquisition of the Bank Loan by Customer;
and (ii) all originals of any promissory notes or participation certificates
issued to, or held by Customer, representing such Bank Loan.
(b) Promptly after each determination by Customer to purchase a
Bank Loan, Customer shall deliver to the Custodian at least two Business Days
before the settlement date for such purchase Instructions specifying with
respect to such purchase: (i) the particular Bank Loan purchased, including,
where available, any CUSIP number, the facility amount, the date of such Bank
Loan, and such other information as the Custodian may reasonably require to
identify the
22
particular Bank Loan; (ii) whether such purchase is to be accomplished pursuant
to an Assignment Agreement or a Participation Agreement; (iii) the settlement
date for such purchase; (iv) the total amount payable upon such purchase,
including any assignment fee and/or any processing fee, and the institutions to
which such amounts are to be paid; (v) the name of the financial institution
from whom the purchase was made and (vi) the name of the financial institution
from whom the Loan Documents are to be received by the Custodian. The Custodian
shall pay to the financial institution specified in the Instructions out of the
money held hereunder for the amounts payable as set forth in such Instructions
and such payment shall be made without delivery to the Custodian of (A) a copy
of an executed Assignment Agreement in favor of Customer and any related
promissory note delivered to the Custodian in connection therewith; (B) a copy
of an executed Participation Agreement in favor of Customer, or (C) any
promissory note or copies of Loan Documents. In the event Instructions described
in the first sentence of this sub-section are received on the settlement date,
the Custodian shall use commercially reasonable efforts to settle the purchase
on such settlement date, but shall not be liable for a failure to do so.
(c) Promptly after each determination by Customer to sell a Bank
Loan, Customer shall deliver to the Custodian at least two Business Days before
the settlement date for such sale Instructions specifying with respect to such
sale: (i) the particular Bank Loan sold, including, where available, any CUSIP
number, the facility amount, the date of such Bank Loan, and such other
information as the Custodian may reasonably require to identify the particular
Bank Loan; (ii) the amount of such sale; (iii) whether such sale is to be
accomplished by an Assignment Agreement or a Participation Agreement; (iv) the
settlement date for such sale; (v) the total amount payable upon such sale; (vi)
the name of the financial institution to whom the sale was made; and (vii) the
amount of fees or charges, if any, to be paid by Customer in connection with
such sale, and the financial institutions to whom the same are to be paid. Upon
receipt of the total amount payable upon such sale, provided the same conforms
to the total amount payable as set forth in such Instructions, the Custodian
shall arrange for the delivery of any promissory note (or in the case of a sale
of less than all of the Bank Loan accomplished by an Assignment Agreement, a
portion thereof) held by the Custodian and an executed Assignment Agreement or
Participation Agreement prepared by Customer, whichever is indicated in the
Instructions, to the financial institution specified in the Instructions. In the
event the Instructions described in the first sentence of this sub-section are
received on the settlement date, the Custodian shall use commercially reasonable
efforts to settle the sale on such settlement date, but shall not be liable for
a failure to do so.
(d) Promptly after any determination by Customer to make a
disbursement pursuant to a borrowing request with respect to a Bank Loan
acquired through an assignment or purchase of a participation, Customer shall
deliver to the Custodian, prior to noon New York City time on the date on which
such disbursement is to be made, Instructions specifying with respect to such
disbursement; (i) the dollar amount to be disbursed; (ii) the name of the person
or financial institution to whom such disbursement is to be made; and (iii) and
the date on which such disbursement is to be made. The Custodian shall make such
disbursement of the amount set forth in the Instructions out of funds held in
the Custodial Account on the dates specified in the Instructions. In the event
the Instructions described in the first sentence of this sub-section are
received on the date specified therein on which the disbursement is to be made
after noon New
23
York City time, the Custodian shall use commercially reasonable efforts to make
such disbursement on such date, but shall not be liable for a failure to do so.
(e) Whenever a payment of interest or principal or any other
payment is due to Customer in connection with a Bank Loan held hereunder, the
Custodian shall accept payment of such amount and hold the same hereunder. If
any such amount is not timely received the Custodian shall, at the cost and
expense of Customer, take such action as it deems commercially reasonable to
effect collection. In the case of any payment with respect to which Customer
wishes to disburse a portion thereof to another financial or other institution,
the Custodian shall make such disbursement out of the moneys held hereunder upon
receipt of Instructions specifying: (i) the dollar amount of such disbursement;
and (ii) the date on which such disbursement is to be made.
(f) The Custodian shall act as custodian of copies of the Loan
Documents, Assignment Agreements, and Participation Agreements, together with
any related original promissory notes delivered to the Custodian hereunder, but
only when, as and if the same are delivered to and actually received by the
Custodian.
(g) The Custodian shall forward to Customer all information,
notices, or documents that it may receive with respect to a Bank Loan from time
to time, including, without limitation, borrowing requests or disbursement
notices, unless the Custodian reasonably believes Customer has received the
same. With respect to any borrowing request, disbursement notice, or similar
document, the Custodian shall act only upon timely Instructions of Customer, and
shall have no liability or responsibility for any representations in such
request or for any similar representations in any of the Loan Documents, shall
have no duty to make any investigation, and shall have no notice of any event of
default or failure of a condition precedent, and shall not be required to
determine, or make any inquiry with respect to, the use Customer intends to make
of any disbursement. All such determinations shall be made by Customer. In
connection with any roll-over notice, notice of conversion, or interest-rate
election request, or similar notice, the Custodian shall upon receipt of notice
from agent banks make appropriate entries in its books and records.
(h) Notwithstanding any other provision to the contrary, when the
Custodian is instructed to make payment for a purchase of a Bank Loan, whether
such purchase is accomplished by an Assignment Agreement or a Participation
Agreement, such payment will be made against delivery to the Custodian of copies
of an Assignment Agreement, Participation Agreement, Loan Documents or any
original promissory note. Customer assumes all responsibility and liability for
all risks involved in connection with the Custodian's making such payment and
for any failure of the foregoing to be delivered to the Custodian at the time of
such payment or any time thereafter.
(i) Notwithstanding any other provision contained in this
Agreement, the Custodian shall not be liable for any loss or damage, including
counsel fees, resulting from its actions or omissions to act with respect to
Bank Loans, except for any loss or damage arising out of its own gross
negligence or willful misconduct with respect to its express duties. In no event
shall the Custodian be liable to Customer or any third party for special,
indirect or consequential damages, or lost profits or loss of business, arising
under or in connection with Bank Loans, even if
24
previously informed of the possibility of such damages and regardless of the
form of action. Customer agrees to indemnify the Custodian against, and save the
Custodian harmless from, all liability, claims, losses and demands whatsoever,
including reasonable counsel fees, however arising or incurred because of or in
connection with the actions or omissions to act of the Custodian with respect to
Bank Loans, except to the extent the same constitutes direct money damages
arising out of Custodian's own gross negligence or willful misconduct.
(j) The procedures described in this Section 3.7 may be revised
and supplemented from time to time with the written consent of all of the
parties to this Agreement. The parties agree to negotiate in good faith such
revisions and supplements as may be reasonable or necessary to enable Customer
to continue to acquire Bank Loans and the Custodian to hold them for the benefit
of the Collateral Agent.
(k) The Custodian shall have no obligation or duty to take any
action to vote upon, consent to or approve, or otherwise take or exercise any
action upon any request, notice or solicitation from the issuer (or agent on
behalf of the issuer) of, or similar matter with respect to, any Account
Property, such as, without limitation, any proposed reorganization, amendment,
modification, extension, conversion, consolidation, tender offer or exchange
offer or similar matter, or otherwise to preserve rights against minor parties,
absent Instruction from the Instructing Party; and the Custodian shall have no
duty or obligation to evaluate or render advice to the Instructing Party with
regard to any such matter. It is acknowledged that the Collateral Agent shall
have no obligation or duty to take any action to give instructions or
directions, consent to or approve, waive, or take or exercise any action
hereunder without instructions or directions from the Controlling Class or the
Controlling Class Representative.
3.8 SPECIAL PROVISIONS RELATING TO TRADE PAYABLES.
(a) With respect to any Trade Payable to be transferred to the
Custodial Account, at the time of settlement, Customer shall send the Custodian
a notice describing such Trade Payable and a copy of any documents evidencing
its purchase thereof and shall thereafter promptly forward the items specified
in clause (b) or (c) below after its receipt thereof.
(b) With respect to any Trade Payable to be transferred to the
Custodial Account, Customer shall deliver to the Custodian a Documentation
Package containing all Chattel Paper, if any, constituting such Pledged Trade
Payable.
(c) With respect to any Trade Payable transferred to the Custodial
Account as to which the account debtor or obligor thereunder has filed or
subsequently files for protection under the federal Bankruptcy Code, in addition
to the foregoing actions, the Party In Interest shall file a proof of claim
setting forth the terms of the pledge in accordance with Rule 3001(o)(3) of the
Federal Rules of Bankruptcy Procedure. With respect to any Trade Payable
purchased or acquired by Customer after a proof of claim against the account
debtor or obligor thereunder has already been filed, Customer hereby waives its
rights to object to any evidence of the terms of the pledge thereof filed by the
Collateral Agent or the Custodian in accordance with Rule 3001(e)(4) of the
Federal Rules of Bankruptcy Procedure, provided that the terms of such filing
are consistent with, and do not violate any provision of the Indenture, this
Agreement or the Pledge Agreement. To the extent that the terms of such filing
are inconsistent with, or
25
violate any provision of the Indenture, this Agreement or the Pledge Agreement,
Customer retains, and does not waive, its right to object to any filing made by
the Collateral Agent or the Custodian under Rule 3001(a)(4) of the Federal Rules
of Bankruptcy Procedure.
3.9 SPECIAL PROVISIONS RELATING TO SHORT SALES.
(a) Promptly after Customer makes any short sale of any Security,
Customer shall promptly deliver to the Custodian a certificate signed by an
Authorized Officer specifying: (i) the name of the issuer and the title of the
Security; (ii) the number of shares or principal amount sold, and accrued
interests or dividends, if any; (iii) the dates of the sale and settlement; (iv)
the sale price per unit; (v) the total amount credited to Customer upon such
sale, if any; (vi) the amount of Cash and/or kind of Securities, if any, which
are to be deposited in a Short Sale Broker Account and the name in which such
Short Sale Broker Account has been or is to be established; (vii) the amount of
Cash and/or the amount and kind of Securities, if any, to be deposited in a
Short Sale Customer Account; and (viii) the name of the broker through whom such
short sale was made. The Custodian shall, upon its receipt of a statement from
such broker confirming such sale and the total amount credited to Customer upon
such sale, if any, as specified in such certificate is held by such broker for
the account of the Custodian (or any nominee of the Custodian) as custodian for
Customer, issue a receipt or make the deposits into such Short Sale Broker
Account and such Short Sale Customer Account specified in such certificate.
(b) In connection with the closing-out of any short sale, Customer
shall promptly deliver to the Custodian a certificate of an Authorized Person
specifying with respect to each such closing-out: (i) the name of the issuer and
the title of the Security; (ii) the number of shares or the principal amount,
and accrued interest or dividends, if any, required to effect such closing -out
to be delivered to the broker; (iii) the dates of closing-out and settlement;
(iv) the purchase price per unit; (v) the net total amount payable to Customer
upon such closing-out; (vi) the net total amount payable to the broker upon such
closing-out; (vii) the amount of Cash and the amount and kind of Securities to
be withdrawn, if any, from any Short Sale Broker Account; (viii) the amount of
Cash and/or the amount and kind of Securities, if any, to be withdrawn from any
Short Sale Customer Account; and (ix) the name of the broker through whom
Customer is effecting such closing-out. The Custodian shall, upon receipt of the
net total amount payable to Customer upon such closing-out, and the return
and/or cancellation of the receipts, if any, issued by the Custodian with
respect to the short sale being closed-out, pay out of the moneys held for the
account of Customer to the broker the net total amount payable to the broker,
and make the withdrawals from the applicable Short Sale Broker Account and Short
Sale Customer Account, as the same are specified in such certificate.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO THE CUSTODIAN
4.1 FEES AND EXPENSES.
Customer will pay the Custodian for its services hereunder the fees set
forth in Schedule 3 hereto and such other amounts as may be agreed upon in
writing from time to time, together with the Custodian's reasonable
out-of-pocket or incidental expenses, including, but not limited to, legal fees
and tax or related fees incidental to processing by governmental authorities,
issuers, or their
26
agents. Subject to Section 4.3, Customer authorizes the Custodian to deduct
amounts owing to it from any Included Account, for any such fees or expenses
from time to time in arrears. The Custodian may increase such fees by not less
than thirty days' notice in writing to Customer. Without prejudice to the
Custodian's other rights, the Custodian reserves the right to charge interest on
overdue amounts from the due date until actual payment at such rate as the
Custodian may reasonably determine.
4.2 OVERDRAFTS.
If a debit to any currency in the Custodial Account results (or will
result) in a debit balance, then the Custodian may, in its discretion, (i)
refuse to settle in whole or in part the transaction causing such debit balance
or (ii) if any such transaction is posted to any Included Account, reverse any
such posting. If there is an overdraft in any account it will be considered an
advance and the advance will be deemed a loan to Customer, payable on demand,
bearing interest at the applicable rate charged by the Custodian from time to
time, for such overdrafts, from the date of such advance to the date of payment
(both after as well as before judgment) and otherwise on the terms on which the
Custodian makes similar overdrafts available from time to time. No prior action
or course of dealing on the Custodian's part with respect to the settlement of
transactions on Customer's behalf will be asserted by Customer against the
Custodian for the Custodian's refusal to make advances to any Included Account
or to settle any transaction for which Customer does not have sufficient
available funds in the applicable currency in the Custodial Account.
4.3 CUSTODIAN'S RIGHT OVER SECURITIES; SET-OFF.
(a) Customer grants the Custodian a security interest in and a
lien on the Financial Assets held in each Included Account as security for (i)
all amounts due to the Custodian in respect of customary fees and expenses for
the routine maintenance and operation of Custodial Account and the Escrow
Account including without limitation, amounts advanced on settlement of
Financial Assets purchases and sales, and (ii) the face amount of any checks
which have been credited to a Custodial Account or the Escrow Account but are
subsequently returned unpaid because of uncollected or insufficient funds.
(b) Notwithstanding anything to the contrary herein, the Custodian
agrees that Financial Assets, Cash and other items credited to the Custodial
Account and the Escrow Account will not be subject to deduction, set-off,
recoupment, banker's lien, or any other right in favor of any Person other than
the Collateral Agent under the Pledge Agreement; provided, however, the
Custodian may set off (i) all amounts due to the Custodian in respect of
customary fees and expenses for the routine maintenance and operation of
Custodial Account and the Escrow Account including without limitation, amounts
advanced on settlement of Financial Assets purchases and sales, and (ii) the
face amount of any checks which have been credited to a Custodial Account or the
Escrow Account but are subsequently returned unpaid because of uncollected or
insufficient funds.
27
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 APPOINTMENT OF SUBCUSTODIANS; USE OF SECURITIES DEPOSITORIES.
(a) The Custodian is authorized under this Agreement to act
through and hold Customer's Financial Assets with subcustodians, being at the
date of this Agreement the entities listed in Schedule 1 and/or such other
entities as the Custodian may appoint as subcustodians (including each Person
identified in Section 5.1(d), "SUBCUSTODIANS"). The Custodian will use
reasonable skill, care and diligence in the selection and continued appointment
of such Subcustodians. At the request of Customer, the Custodian may, but need
not, add to Schedule 1 an Eligible Foreign Custodian where the Custodian has not
acted as Foreign Custody Manager with respect to the selection thereof. The
Custodian shall notify Customer in the event that it elects to add any such
entity. In addition, the Custodian and each Subcustodian may deposit Financial
Assets with, and hold Financial Assets in, any securities depository, settlement
system, dematerialized book entry system or similar system (including each
Person identified in Section 5.1(e) and Section 5.1(f), together a "SECURITIES
DEPOSITORY") on such terms as such systems customarily operate and Customer will
provide the Custodian with such documentation or acknowledgements that the
Custodian may require to hold the Financial Assets in such systems.
(b) Any agreement the Custodian enters into with a Subcustodian
for holding the Custodian's customers' assets will provide that such assets will
not be subject to any right, charge, security interest, lien or claim of any
kind in favor of such Subcustodian or its creditors except a claim for payment
for their safe custody or administration, or, in the case of Cash deposits,
except for liens or rights in favor of creditors of the Subcustodian arising
under bankruptcy, insolvency or similar law, and that the beneficial ownership
thereof will be freely transferable without the payment of money or value other
than for safe custody or administration. Where a Subcustodian deposits
Securities with a Securities Depository, the Custodian will cause the
Subcustodian to identify on its records as belonging to the Custodian, as agent,
the Securities shown on the Subcustodian's account at such Securities
Depository.
(c) The Custodian will not be liable for any act or omission by
(or the insolvency of) any Securities Depository. In the event Customer incurs a
loss due to the negligence, willful misconduct, or insolvency of a Securities
Depository, the Custodian will make reasonable endeavors, in its discretion, to
seek recovery from the Securities Depository, but the Custodian will not be
obligated to institute legal proceedings, file a proof claim in any insolvency
proceeding, or take any similar action.
(d) The term "Subcustodian" as used herein shall include the
following:
(i) an "Eligible Foreign Custodian," which shall mean:
(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 that country's government or an agency
thereof, and (B) a majority-owned direct or indirect
subsidiary of a U.S. bank or bank holding company
which subsidiary is incorporated or organized under
the laws of a country other than the United States.
In addition, an Eligible Foreign Custodian
28
shall also mean any other entity that shall have been
so qualified by exemptive order, rule or other
appropriate action of the SEC.
(ii) For purposes of clarity, it is agreed that as used in
Section 5.2(a), the term Subcustodian shall not
include any Eligible Foreign Custodian as to which
the Custodian has not acted as Foreign Custody
Manager.
(e) The term "securities depository" as used herein when referring
to a securities depository located outside the U.S. shall mean an "Eligible
Securities Depository" which, in turn, shall have the same meaning as in Rule
17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has
otherwise been made exempt pursuant to an SEC exemptive order; provided that,
prior to the compliance date with Rule 17f-7 for a particular securities
depository the term "securities depositories" shall be as defined in
(a)(1)(ii)-(iii) of the 1997 amendments to Rule 17f-5.
(f) The term "securities depository" as used herein when referring
to a securities depository located in the U.S. shall mean a "securities
depository" as defined in Rule 17f-4(a).
5.2 LIABILITY FOR SUBCUSTODIANS.
(a) Subject to Section 7.1(b), the Custodian will be liable for
direct losses incurred by Customer that result from:
(i) the failure by a Subcustodian to use reasonable care
in the provision of custodial services by it in
accordance with the standards prevailing in the
relevant market or from the fraud or willful
misconduct of such Subcustodian in the provision of
custodial services by it; or
(ii) the insolvency of any Affiliated Subcustodian.
(b) Subject to Section 5.1(a) and the Custodian's duty to use
reasonable care in satisfying itself as to the ongoing suitability of the
Subcustodian to provide custodial services to the Customer, including making
periodic inquiries as necessary to confirm that the obligations of the
Subcustodians continue to be completely discharged, and in the monitoring of a
Subcustodian's financial condition as reflected in its published financial
statements and other publicly available financial information concerning it
customarily reviewed by the Custodian in its oversight process, the Custodian
will not be responsible for the insolvency of any Subcustodian which is not a
branch or an Affiliated Subcustodian.
(c) The Custodian reserves the right to add, replace or remove
Subcustodians. The Custodian will give prompt notice of any such action, which
will be advance notice if practicable. Upon request by Customer, the Custodian
will identify the name, address and principal place of business of any
Subcustodian and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
29
5.3 USE OF AGENTS.
(a) The Custodian may provide certain services under this
Agreement through third parties, which may be Affiliates. Except to the extent
provided in Section 5.2 with respect to Subcustodians, the Custodian will not be
responsible for any loss as a result of a failure by any broker or any other
third party that it selects and retains using reasonable care to provide
ancillary services that it may not customarily provide itself, including,
without limitation, delivery services and providers of information regarding
matters such as pricing, proxy voting, corporate actions and class action
litigation. Nevertheless, the Custodian will be liable for the performance of
any such broker selected by the Custodian that is an Affiliate to the same
extent as the Custodian would have been liable if it performed such services
itself.
(b) In the case of the sale under Section 2 of a fractional
interest (or in other cases where Customer has requested the Custodian to
arrange for execution of a trade) the Custodian may place trades with a broker
which is an Affiliate to the extent that the Custodian has established a program
for such trading with such Affiliate. An affiliated broker may charge its
customary commission (or retain its customary spread) with respect to any such
transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 REPRESENTATIONS AND WARRANTIES.
(a) Customer represents and warrants that (i) it has full
authority and power, and has obtained all necessary authorizations and consents,
to deposit and control the Financial Assets and Cash in each Included Account,
to use the Custodian as its custodian in accordance with the terms of this
Agreement, to borrow money or otherwise incur indebtedness as contemplated by
this Agreement, and to enter into foreign exchange transactions; (ii) assuming
execution and delivery of this Agreement by the Custodian and the Collateral
Agent, this Agreement is Customer's legal, valid and binding obligation,
enforceable in accordance with its terms and it has full power and authority to
enter into and has taken all necessary corporate action to authorize the
execution of this Agreement (iii) it has not relied on any oral or written
representation made by the Custodian or any Person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the duties of
the Custodian; and (iv) it is a resident of the United States and shall notify
the Custodian of any changes in residency.
(b) The Collateral Agent represents and warrants that (i) assuming
execution and delivery of this Agreement by Customer and the Custodian, this
Agreement is the Collateral Agent's legal, valid and binding obligation,
enforceable in accordance with its terms and the terms of the Pledge Agreement
and (ii) pursuant to the Pledge Agreement, it has full power and authority to
enter into and has taken all necessary action to execute this Agreement.
(c) The Custodian represents and warrants that (i) assuming
execution and delivery of this Agreement by Customer and the Collateral Agent,
this Agreement is the Custodian's legal, valid and binding obligation,
enforceable in accordance with its terms and (ii) it has full power and
authority to enter into and has taken all necessary corporate action to
authorize the execution of this Agreement.
30
(d) The Custodian may rely upon the above or the certification of
such other facts as may be required to administer the Custodian's obligations
hereunder.
6.2 CUSTOMER TO PROVIDE CERTAIN INFORMATION TO THE CUSTODIAN.
Upon request, Customer will promptly provide to the Custodian such
information about itself and its financial status as the Custodian may
reasonably request, including Customer's organizational documents and its
current audited and unaudited financial statements.
6.3 CUSTOMER IS LIABLE TO THE CUSTODIAN EVEN IF IT IS ACTING FOR ANOTHER
PERSON.
If Customer is acting as an agent for a disclosed or undisclosed
principal in respect of any transaction, Cash, or Financial Asset, the Custodian
nevertheless will treat Customer as its principal for all purposes under this
Agreement. In this regard, Customer will be liable to the Custodian as a
principal in respect of any transactions relating to any Included Account. The
foregoing will not affect any rights the Custodian might have against Customer's
principal.
7. WHEN THE CUSTODIAN IS LIABLE TO CUSTOMER
7.1 STANDARD OF CARE; LIABILITY.
(a) The Custodian will use reasonable care in performing its
obligations under this Agreement. The Custodian will not be in violation of this
Agreement with respect to any matter as to which it has satisfied its obligation
of reasonable care.
(b) The Custodian will be liable for Customer's or the Collateral
Agent's direct damages to the extent they result from the Custodian's gross
negligence, fraud or willful misconduct in performing its duties as set out in
this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under
no circumstances will the Custodian be liable for any indirect, incidental,
consequential or special damages (including, without limitation, lost profits)
of any form incurred by any person or entity, whether or not foreseeable and
regardless of the type of action in which such a claim may be brought, with
respect to any Included Account, the Custodian's performance hereunder, or the
Custodian's role as custodian.
(c) Customer will indemnify the Custodian Indemnitees against, and
hold them harmless from, any Liabilities that may be imposed on, incurred by or
asserted against any of the Custodian Indemnitees in connection with or arising
out of (i) the Custodian's performance under this Agreement, provided the
Custodian Indemnitees have not acted with gross negligence or engaged in fraud
or willful misconduct in connection with the Liabilities in question or (ii) any
Custodian Indemnitee's status as a holder of record of Customer's Financial
Assets. Nevertheless, Customer will not be obligated to indemnify any Custodian
Indemnitee under the preceding sentence with respect to any Liability for which
the Custodian is liable under Section 5.2 of this Agreement.
(d) Without limiting Subsections 7.1 (a), (b) or (c), the
Custodian will have no duty or responsibility to: (i) question Instructions or
make any suggestions to Customer or an
31
Authorized Person regarding such Instructions; (ii) supervise or make
recommendations with respect to investments or the retention of Financial
Assets; (iii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as expressly
provided in this Agreement; (iv) evaluate or report to Customer or an Authorized
Person regarding the financial condition of any broker, agent or other party to
which the Custodian is instructed to deliver Financial Assets or Cash; or (v)
review or reconcile trade confirmations received from brokers (and Customer or
its Authorized Persons issuing Instructions will bear any responsibility to
review such confirmations against Instructions issued to and Statements of
Account issued by the Custodian).
7.2 FORCE MAJEURE.
The Custodian will maintain and update from time-to-time business
continuation and disaster recovery procedures with respect to its global custody
business that it determines from time to time meet reasonable commercial
standards. The Custodian will have no liability, however, for any damage, loss,
expense or liability of any nature that Customer may suffer or incur, caused by
an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of
any governmental authority or other act or threat of any authority (de jure or
de facto), legal constraint, fraud or forgery, malfunction of equipment or
software (except where such malfunction is primarily attributable to the
Custodian's negligence in maintaining the equipment or software), failure of or
the effect of rules or operations of any external funds transfer system,
inability to obtain or interruption of external communications facilities, or
any cause beyond the reasonable control of the Custodian (including without
limitation, the non-availability of appropriate foreign exchange).
7.3 THE CUSTODIAN MAY CONSULT WITH COUNSEL.
The Custodian will be entitled to rely on, and may act upon the advice
of professional advisers in relation to matters of law, regulation or market
practice (which may be the professional advisers of Customer), and will not be
liable to Customer for any action taken or omitted pursuant to such advice.
7.4 THE CUSTODIAN PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE
PROFITS AS A RESULT.
Customer acknowledges that the Custodian or its Affiliates may have a
material interest in transactions entered into by Customer with respect to any
Included Account or that circumstances are such that the Custodian may have a
potential conflict of duty or interest. For example, the Custodian or its
Affiliates may act as a market maker in the Financial Assets to which
Instructions relate, provide brokerage services to other customers, act as
financial adviser to the issuer of such Financial Assets, act in the same
transaction as agent for more than one customer, have a material interest in the
issue of the Financial Assets, or earn profits from any of these activities.
Customer further acknowledges that the Custodian or its Affiliates may be in
possession of information tending to show that the Instructions received may not
be in the best interests of Customer but that the Custodian is not under any
duty to disclose any such information.
32
7.5 KNOWLEDGE OF CUSTODIAN.
The Custodian shall not be deemed to have notice or knowledge of any
matter (including without limitation any event of default or acceleration, or
rescission of acceleration) unless an officer of the Custodian assigned to the
administration of this Agreement has actual knowledge thereof or unless written
notice thereof from Customer or the Collateral Agent is received by the
Custodian at the office of the Custodian identified pursuant to Section 10.1
hereof and such notice makes reference to this Agreement.
8. TAXATION
8.1 TAX OBLIGATIONS.
(a) Customer confirms that the Custodian is authorized to deduct
from any Cash received or credited to any Included Account any taxes or levies
required by any revenue or governmental authority for whatever reason in respect
of any Included Account.
(b) Customer will provide to the Custodian such certifications,
documentation, and information as it may require in connection with taxation,
and warrants that, when given, this information is true and correct in every
respect, not misleading in any way, and contains all material information.
Customer undertakes to notify the Custodian immediately if any information
requires updating or correcting. The Custodian shall not be liable for any
taxes, penalties, interest or additions to tax, payable or paid that result from
(i) the inaccurate completion of documents by Customer or any third party; (ii)
provision to the Custodian or a third party of inaccurate or misleading
information by Customer or any third party; (iii) the withholding of material
information by Customer or any third party; or (iv) as a result of any delay by
any revenue authority or any other cause beyond the Custodian's control.
(c) If the Custodian does not receive appropriate certifications,
documentation and information then, as and when appropriate and required,
additional tax shall be deducted from all income received in respect of the
Financial Assets issued (including, but not limited to, United States
non-resident alien tax and/or backup withholding tax).
(d) Customer will be responsible in all events for the timely
payment of all taxes relating to the Financial Assets in any Included Account.
Customer will indemnify and hold the Custodian harmless from and against any and
all liabilities, penalties, interest or additions to tax with respect to or
resulting from, any delay in, or failure by, the Custodian (i) to pay, withhold
or report any U.S. federal, state or local taxes or foreign taxes imposed on, or
(ii) to report interest, dividend or other income paid or credited to any
Included Account, regardless of the reason for such delay or failure, provided,
however, that Customer will not be liable to the Custodian for any penalty or
additions to tax due solely as a result of the Custodian's negligent acts or
omissions with respect to paying or withholding tax or reporting interest,
dividend or other income paid or credited to the Custodial Account.
33
8.2 TAX RELIEF SERVICES.
(a) Subject to the provisions of this Section, the Custodian will
apply for a reduction of withholding tax and any refund of any tax paid or tax
credits in respect of income payments on Financial Assets credited to any
Included Account that the Custodian believes may be available. To defray
expenses pertaining to nominal tax claims, the Custodian may from time-to-time
set minimum thresholds as to a de minimus value of tax reclaims or reduction of
withholding which it will pursue in respect of income payments under this
section.
(b) The provision of a tax relief service by the Custodian is
conditional upon the Custodian receiving from Customer (i) a declaration of its
identity and place of residence and (ii) certain other documentation (pro forma
copies of which are available from the Custodian), prior to the receipt of
Financial Assets in any Included Account or the payment of income.
(c) The Custodian will perform tax relief services only with
respect to taxation levied by the revenue authorities of the countries advised
to Customer from time to time and the Custodian may, by notification in writing,
in its absolute discretion, supplement or amend the countries in which the tax
relief services are offered. Other than as expressly provided in this Section
8.2, the Custodian will have no responsibility with regard to Customer's tax
position or status in any jurisdiction.
(d) Customer confirms that the Custodian is authorized to disclose
any information requested by any revenue authority or any governmental entity in
relation to the processing of any tax relief claim.
9. TERMINATION
The Custodian or, with the prior written consent of the
Collateral Agent and subject to the terms and conditions of the Indenture,
Customer may terminate this Agreement on sixty days' written notice to the other
parties hereto. If Customer gives notice of termination, it must provide full
details of the persons to whom the Custodian must deliver Financial Assets and
Cash. If the Custodian gives notice of termination, then Customer must, within
sixty days, notify the Custodian of details of its new custodian, failing which
the Custodian may elect (at any time after the sixty day notice period) either
to retain the Financial Assets and Cash until such details are given, continuing
to charge fees due (in which case the Custodian's sole obligation will be for
the safekeeping of the Financial Assets and Cash), or deliver the Financial
Assets and Cash to the Collateral Agent to hold the same in accordance with the
Pledge Agreement. The Custodian will in any event be entitled to deduct any
amounts owing to it prior to delivery of the Financial Assets and Cash (and,
accordingly, the Custodian will be entitled to sell Financial Assets and apply
the sale proceeds in satisfaction of amounts owing to it). Customer will
reimburse the Custodian promptly for all out-of-pocket expenses it incurs in
delivering Financial Assets upon termination. Termination will not affect any of
the liabilities either party owes to the other arising under this Agreement
prior to such termination.
34
10. MISCELLANEOUS
10.1 NOTICES.
Notices (other than Instructions) will be served by registered mail or
hand delivery to the address of the respective parties as set out on the
signature pages of this Agreement, unless notice of a new address is given to
the other party in writing. Notice will not be deemed to be given unless it has
been received.
10.2 SUCCESSORS AND ASSIGNS.
This Agreement will be binding on each of the parties' successors and
assigns, but no party hereto can assign its rights and obligations under this
Agreement without the prior written consent of the other parties, which consent
will not be unreasonably withheld; provided, however, that the foregoing shall
not apply to the assignment of the rights of the Collateral Agent hereunder to a
successor collateral agent appointed in accordance with the terms of the Pledge
Agreement.
10.3 INTERPRETATION.
Headings are for convenience only and are not intended to affect
interpretation. References to sections are to Sections of this Agreement and
references to sub-sections and paragraphs are to sub-sections of the Sections
and paragraphs of the sub-sections in which they appear.
10.4 ENTIRE AGREEMENT.
This Agreement, including the Schedules, any Appendix, and Exhibits
(and any separate agreement which the Custodian and Customer may enter into with
respect to any Included Account), sets out the entire Agreement between the
parties in connection with the subject matter, and this Agreement supersedes any
other agreement, statement, or representation relating to custody, whether oral
or written. This Agreement may not be amended, nor may any provision hereunder
be modified or waived, unless in each case such amendment, modification or
waiver is in writing and signed by all of the parties hereto.
10.5 INFORMATION CONCERNING DEPOSITS AT THE CUSTODIAN'S LONDON BRANCH.
The Financial Services Compensation Scheme (the "FSCS") was created
under the Financial Services and Markets Xxx 0000. The terms of the FSCS offer
protection in connection with deposits and investments in the event of the
persons to whom the Custodian's London Branch provides services suffering a
financial loss as a direct consequence of the Custodian's London Branch being
unable to meet any of its liabilities, and subject to the FSCS rules regarding
eligible claimants and eligible claims, Customer may have a right to claim
compensation from the FSCS. Subject to the terms of the FSCS, the limit on the
maximum compensation sum payable by the FSCS in relation to investment business
is (pound)48,000 and in relation to deposits is (pound)31,700. A detailed
description of the FSCS (including information on how to make a claim,
eligibility criteria and the procedures involved) is available from the FSCS who
can be contacted at 0xx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx, X0
0XX.
35
10.6 INSURANCE.
The Custodian will not be required to maintain any insurance coverage
for the benefit of Customer.
10.7 GOVERNING LAW AND JURISDICTION.
This Agreement will be construed, regulated, and administered under the
laws of the United States or State of New York, as applicable, without regard to
New York's principles regarding conflicts of laws (other than Section 5-1401 of
the New York General Obligations Law), except that the foregoing shall not
reduce any statutory right to choose New York law or forum. The United States
District Court for the Southern District of New York, sitting in the Borough of
Manhattan in The City of New York, will have the sole and exclusive jurisdiction
over any lawsuit or other judicial proceeding relating to or arising from this
Agreement. If that court lacks federal subject matter jurisdiction, the Supreme
Court of the State of New York, New York County will have sole and exclusive
jurisdiction. Either of these courts will have proper venue for any such lawsuit
or judicial proceeding, and the parties waive any objection to venue or their
convenience as a forum. The parties agree to submit to the jurisdiction of any
of the courts specified and to accept service of process to vest personal
jurisdiction over them in any of these courts. The parties further hereby
knowingly, voluntarily and intentionally waive, to the fullest extent permitted
by applicable law, any right to a trial by jury with respect to any such lawsuit
or judicial proceeding arising or relating to this Agreement or the transactions
contemplated hereby. To the extent that in any jurisdiction Customer may now or
hereafter be entitled to claim, for itself or its assets, immunity from suit,
execution, attachment (before or after judgment) or other legal process,
Customer shall not claim, and it hereby irrevocably waives, such immunity.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be the location of the Custodian as the bank for purposes of Sections
9-301, 9-304 and 9-307 of the UCC and as the securities intermediary for
purposes of Sections 9-301 and 9-307 and Section 8-110 of the UCC.
10.8 SEVERABILITY; WAIVER; AND SURVIVAL.
(a) If one or more provisions of this Agreement are held invalid,
illegal or unenforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions will not in any way be affected or
impaired.
(b) Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder operates as
a waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision of this Agreement, or waiver of any breach or
default, is effective unless it is in writing and signed by the party against
whom the waiver is to be enforced.
(c) The Custodian's rights, protections, and remedies under this
Agreement shall survive its termination.
36
10.9 COUNTERPARTS.
This Agreement may be executed in several counterparts each of which
will be deemed to be an original and together will constitute one and the same
agreement.
10.10 NO THIRD PARTY BENEFICIARIES.
A person who is not a party to this Agreement shall have no right to
enforce any term of this Agreement.
10.11 LIMITED RECOURSE; NO PETITION.
(a) The Custodian agrees that no recourse shall be had with
respect to any obligation to the Custodian under this Agreement against any
past, present or future members, incorporators, directors, officers, partners,
employees or securityholders of Customer (collectively, "CUSTOMER CONTROL
PERSONS"), and in no event shall any Customer Control Person be held liable,
personally or otherwise, with respect to the obligations of Customer hereunder
whether by virtue of any statute or rule of law or by the enforcement of any
assessment, penalty or otherwise, all such liability being expressly waived and
released by the Custodian. The foregoing provision of this Section shall not, in
any event, limit the right of any Person to name Customer as a defendant in any
action or suit or in the exercise of any other remedy under this Agreement, so
long as no judgment in the nature of a deficiency judgment or seeking personal
liability shall be asked for or (if obtained) enforced against any Customer
Control Person.
(b) Each party hereto (other than Customer) hereby covenants and
agrees that, prior to the date which is one year and one day after the
satisfaction and discharge of the Indenture and the payment in full of any
amounts owed pursuant to the Notes issued thereunder, such Person will not
acquiesce, petition or otherwise invoke or cause Customer to invoke the process
of any court or government authority for the purpose of commencing or sustaining
a case against Customer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Customer or any substantial part of
the property of Customer, or ordering the winding up or liquidation of the
affairs of Customer; provided, however, that nothing in this sub-section (b)
shall constitute a waiver of any right to indemnification, reimbursement or
other payment from Customer pursuant to this Agreement.
[Remainder of page intentionally left blank.]
Address: 000 Xxxxx Xxxxxx, 00xx Xxxxx XXXX ENHANCED STRATEGIES FUND, LLC,
Xxx Xxxx, XX 00000 as Customer
By:___________________________________
Name:
Title:
Address: 0000 Xxxx Xx. Xxxxxx Xxxxx DEUTSCHE BANK TRUST COMPANY AMERICAS,
Xxxxx Xxx, Xxxxxxxxxx 00000 as Collateral Agent
Attention: CDO Business Unit:
York Enhanced Strategies
Fund, LLC By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
Address: 000 Xxxxxx Xxxxxx, 00xx Xxxxx XXXXXXXX CHASE BANK, NATIONAL
Xxxxxxx, Xxxxx 00000 ASSOCIATION,
Attention: Worldwide as Custodian
Securities Services- York
Enhanced Strategies Fund, By:___________________________________
LLC Name:
Title:
APPENDIX 1
INFORMATION REGARDING COUNTRY RISK
1. To aid Customer in its determinations regarding Country Risk, the
Custodian shall furnish annually and upon the initial placing of Financial
Assets and Cash into a country the following information (check items
applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict the access
afforded Customer's independent public accountants to books
and records kept by an eligible foreign custodian located in
that country.
___ ii. Whether applicable foreign law would restrict Customer's
ability to recover its Financial Assets and Cash in the event
of the bankruptcy of an Eligible Foreign Custodian located in
that country.
___ iii. Whether applicable foreign law would restrict Customer's
ability to recover Financial Assets that are lost while under
the control of an Eligible Foreign Custodian located in the
country.
B. Written information concerning:
___ i. The foreseeability of expropriation, nationalization, freezes,
or confiscation of Customer's Financial Assets.
___ ii. Whether difficulties in converting Customer's Cash and Cash
Equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities
settlement and registration, (v) taxation, and (vi)
depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, the Custodian shall
furnish board the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
SCHEDULE 1
SUBCUSTODIANS
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.
Florida 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.
Xxxxx 00 Xxxxxxxxx
AAP Xxxxxx 000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
AUSTRIA Bank Austria Creditanstalt AG X.X. Xxxxxx AG
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain
XX Xxx 00 Xxxxxx
Xxxxxx, 000
BAHRAIN
----------------------- ---------------------------------------------- ------------------------------------------------
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A Xxxxx
Xxx 000
Xxxxx-0000
XXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
BELGIUM Fortis Bank (Nederland) N.V. J.P. Xxxxxx XX
Rokin 00 Xxxxxxxxx
0000XX Xxxxxxxxx
THE NETHERLANDS
----------------------- ---------------------------------------------- ------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
----------------------- ---------------------------------------------- ------------------------------------------------
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
----------------------- ---------------------------------------------- ------------------------------------------------
BRAZIL Citibank, N.A. Citibank, N.A.
Xxxxxxx Xxxxxxxx, 0000 Xxx Xxxxx
Sao Paulo, SP 00000-000
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
BULGARIA ING Bank N.V. ING Bank N.V.
Xxxxx Xxxxxx Sofia
12 Xxxx Bersinski Xxxxxx
Xxxx Xxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario X0X 0X0
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
Royal Bank of Canada Royal Bank of Canada
000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx
15th Floor
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx Xxxxxxx X0X 0X0
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
CHILE Citibank, N.A. Citibank, N.A
Xx. Xxxxxx Xxxxx 0000 0xx Xxxxx Xxxxxxxx
Xxx Xxxxxx
Xxxxxxxx
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
CHINA - SHANGHAI The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited New York (for B-Share Market)
35/F, HSBC Tower
101 Xxx Xxxxx East Road The Hongkong and Shanghai Banking
Pudong Corporation Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
----------------------- ---------------------------------------------- ------------------------------------------------
CHINA - SHENZHEN The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong (for B-Share Market)
35/F, HSBC Tower
101 Xxx Xxxxx East Road The Hongkong and Shanghai Banking
Pudong Corporation Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
----------------------- ---------------------------------------------- ------------------------------------------------
COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia X.X.
Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx
Xxxxxx
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
CROATIA Privredna banka Zagreb d.d. Privredna banka Zagreb d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
CYPRUS The Cyprus Popular Bank Ltd. The Cyprus Popular Bank Ltd.
000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 00000 CY-1598 Nicosia CYPRUS
----------------------- ---------------------------------------------- ------------------------------------------------
CZECH REPUBLIC HVB Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.
Xxxxxxxxx 0 Xxxxxx
000 00 Xxxxxx 0
XXXXX XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
DENMARK Danske Bank A/S Nordea Bank Danmark A/S
2-12 Holmens Kanal Copenhagen
DK 1092 Copenhagen K
DENMARK
----------------------- ---------------------------------------------- ------------------------------------------------
EGYPT Citibank, N.A. Citibank, N.A.
4 Xxxxx Xxxxx Street Cairo
Garden City
Cairo
EGYPT
----------------------- ---------------------------------------------- ------------------------------------------------
ESTONIA Hansabank Esti Uhispank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
FINLAND Skandinaviska Enskilda Xxxxxx XX (publ) X.X. Xxxxxx AG
Xxxxxxxxxxx 00 Xxxxxxxxx
XXX-00000 Xxxxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
FRANCE BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Xxx 000 Xxxxxxxxx
XX 000
3, Xxx X'Xxxxx
00000 Xxxxx
Xxxxx 00
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
Societe Generale X.X. Xxxxxx AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
GERMANY Deutsche Bank AG X.X. Xxxxxx XX
Xxxxxx-Herrhausen-Allee 16-24 Frankfurt
D-65760 Eschborn
GERMANY
----------------------- ---------------------------------------------- ------------------------------------------------
X.X. Xxxxxx AG#** X.X. Xxxxxx AG Xxxxxxxxxxxxxx 00
Xxxxxxxxx 00000 Xxxxxxxxx xx Xxxx
XXXXXXX
# For local German custody clients only.
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited
Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
GREECE HSBC Bank plc X.X. Xxxxxx AG
Messogion 109-111 Xxxxxxxxx
00000 Xxxxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong
36th Floor, Sun Hung Kai Centre
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
----------------------- ---------------------------------------------- ------------------------------------------------
HUNGARY Citibank Rt. ING Bank Rt.
Szabadsag ter 0-0 Xxxxxxxx
X-0000 Xxxxxxxx V
HUNGARY
----------------------- ---------------------------------------------- ------------------------------------------------
ICELAND Islandsbanki hf. Islandsbanki hf.
Xxxxxxxxxxxx 0 Xxxxxxxxx
000 Xxxxxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
Xxxxx Xxxx Xxxxx Xxxx, Mumbai
Worli Mumbai 400 030
INDIA
----------------------- ---------------------------------------------- ------------------------------------------------
Standard Chartered Bank Standard Chartered Bank
00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Mumbai 400 001
INDIA
----------------------- ---------------------------------------------- ------------------------------------------------
INDONESIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
World Trade Center 4th Floor Jakarta
Xxxxx Xxxxxxx Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
IRELAND Bank of Ireland X.X. Xxxxxx AG
International Financial Services Xxxxxx Xxxxxxxxx
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.
00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
ITALY Banca Intesa Spa X.X. Xxxxxx AG
6, Xxxxxx xxxxx Xxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
IVORY COAST Societe Generale de Banques en Cote d'Ivoire Societe Generale
5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris
Abidjan 01
IVORY COAST
----------------------- ---------------------------------------------- ------------------------------------------------
JAMAICA* FirstCaribbean International Securities FirstCaribbean International Securities
Limited Limited
00-00 Xxxxxxxxx Xxxx. Xxxxxxxx
Xxxxxxxx 10
JAMAICA
----------------------- ---------------------------------------------- ------------------------------------------------
JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
The Bank of Tokyo-Mitsubishi, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxxx
Xxxx-xx
Xxxxx 000
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
JORDAN Arab Bank Plc Arab Bank Plc
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
----------------------- ---------------------------------------------- ------------------------------------------------
KAZAKHSTAN SB JSC HSBC Bank Kazakhstan SB JSC HSBC Bank Xxxxxxxxxx
00 Xxxxxx Xxxxxx Xxxxxx
000000 Xxxxxx
XXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Nairobi
Limited
Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
LATVIA Hansabanka Hansabanka
Balasta dambis 1a Xxxx
Xxxx, XX-0000
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
HSBC Main Building New York
Riad El Solh, X.X. Xxx 00-0000
0000-0000 Xxxxxx
LEBANON
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
LITHUANIA SEB Vilniaus Bankas SEB Vilniaus Bankas
12 Xxxxxxxx xx. Xxxxxxx
XX 0000 Xxxxxxx
XXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
LUXEMBOURG Banque Generale du Luxembourg S.A. J.P. Xxxxxx XX
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxx
X-0000
XXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
----------------------- ---------------------------------------------- ------------------------------------------------
MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.
000 Xxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx VLT 05
MALTA
----------------------- ---------------------------------------------- ------------------------------------------------
MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
0/X Xxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx Street
Port Louis
MAURITIUS
----------------------- ---------------------------------------------- ------------------------------------------------
MEXICO Banco Nacional de Mexico, S.A. BBVA Bancomer, S.A.
Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxx, X.X.
Xxxxxxx Xxxxx Xx
00000 Xxxxxx, X.X.
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
MOROCCO Attijariwafa Bank S.A. Attijariwafa Bank S.A.
000 xxxxxx Xxxxxx XX Xxxxxxxxxx
Xxxxxxxxxx 00000
MOROCCO
----------------------- ---------------------------------------------- ------------------------------------------------
NAMIBIA Standard Bank Namibia Limited Standard Bank of Namibia Limited
Mutual Platz Windhoek
Cnr. Xxxxxxxx and Xxxx Xxxxxxx
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
NETHERLANDS KAS Bank N.V. J.P. Xxxxxx XX
Xxxxxxxxxx 000 Xxxxxxxxx
0000 XX Xxxxxxxxx
XXXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
----------------------- ---------------------------------------------- ------------------------------------------------
NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation
National Nominees Limited Wellington
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
NIGERIA* Stanbic Bank Nigeria Limited The Standard Bank of South Africa Limited
Xxxx 000 Xxxxxxxxxxxx
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
NORWAY DnB NOR Bank ASA Xxxxxx Xxxx Xxxxx XXX
Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
OMAN HSBC Bank Middle East Limited Oman Arab Bank
Bait Al Falaj Main Office Muscat
Ruwi PC 112
OMAN
----------------------- ---------------------------------------------- ------------------------------------------------
PAKISTAN Citibank, N.A. Citibank, N.A.
AWT Plaza Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
Deutsche Bank AG Deutsche Bank AG
Unitowers Karachi
X.X. Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
Standard Chartered Bank Standard Chartered Bank
Box 4896 Karachi
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
PERU Xxxxxxxx xxx Xxxx X.X. Xxxxx xx Xxxxxxx xxx Xxxx
Camino Real 457 Lima
Torre Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00/X Xxxxxxxxx Xxxxxx Xxxxxx
00 XXX Xxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxx
XXXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.
xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx 00
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
PORTUGAL Banco Espirito Santo, S.A X.X. Xxxxxx AG
7th floor Frankfurt
Xxx Xxxxxxxx, 00
0000-000 Xxxxxx
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited
810 Abdulla Bin Xxxxxx Xxxxxx Xxxx
X. X. Xxx 00 Xxxx XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
ROMANIA ING Bank N.V. ING Bank N.V.
00-00 Xxxxxxxx Xxxxxx Xxxxxxxxx
00000 Xxxxxxxxx 0
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
RUSSIA X.X. Xxxxxx Bank International** JPMorgan Chase Bank, N.A.
(Limited Liability Company) Xxx Xxxx
Xxxxxxxx 0/0, 0xx xxxxx X/X XXXxxxxx Chase Bank London (USD XXXXXX
Xxxxxxxxxxxx Xxxxxx Xxxxxxx)
000000 Xxxxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
ING Bank (Eurasia) ZAO JPMorgan Chase Bank, N.A.
(Closed Joint Stock Company) New York
36 Krasnoproletarskaya ulitsa A/C JPMorgan Chase Bank London (USD NOSTRO
127473 Moscow Account)
RUSSIA
----------------------- ---------------------------------------------- ------------------------------------------------
SERBIA HVB Bank Serbia a Montenegro a.d. HVB Bank Serbia a Montenegro a.d.
Xxxxxxxx 00-00 Xxxxxxxx
00000 Xxxxxxxx
XXXXXX AND MONTENEGRO
----------------------- ---------------------------------------------- ------------------------------------------------
SINGAPORE Standard Chartered Bank Oversea-Chinese Banking Corporation
0/X, 0 Xxxxxxx Xxxx Xxxxxxxxx
000000
XXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
SLOVAK REPUBLIC HVB Bank Slovakia a.s. Vseobecno Uverova Banka X.X.
Xxxxxxx 0 Xxxxxxxxxx
XX-000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana Bank Austria Creditanstalt d.d. Xxxxxxxxx
Xxxxxxx 0 Xxxxxxxxx
XX-0000 Xxxxxxxxx
XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SOUTH AFRICA The Standard Bank of South Africa Limited The Standard Bank of South Africa Limited
00 Xxxxx Xxxxxx Xxxxxxxxxxxx
X.X. Xxx 0000 Xxxxxxxxxxxx 0000 XXXXX XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SOUTH KOREA Standard Chartered Bank Standard Chartered Bank
22/F, Seoul Finance Centre Building Seoul
84 Taepyeongno 1-ga, Xxxx xx
Xxxxx 000-000
XXXXX XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SPAIN Santander Investment Services, S.A. J.P. Xxxxxx XX
Ciudad Grupo Santander Frankfurt
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Xxxxxxxx xxx Xxxxx
00000 Xxxxxx
XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx 0
XXX XXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SWEDEN Skandinaviska Enskilda Xxxxxx XX (publ) Svenska Handelsbanken
Sergels Torg 2 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
SWITZERLAND UBS AG UBS XX
00 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0xx Xxxxx, Xxxxxx Xxx Xx Trading Building Taipei
Xx. 000, Xxxxxxx 0, Xxxx Xx Xxxx
Xxxxxx 000
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
THAILAND Standard Chartered Bank Standard Chartered Bank
14th Floor, Zone B Bangkok
Sathorn Nakorn Tower
000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
Xxxxxxx 00000
THAILAND
----------------------- ---------------------------------------------- ------------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.
00-00 Xxxxxx Xxxxx Xxxxxxxxx Tunis
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.
Turkiye Main Branch Istanbul
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
----------------------- ---------------------------------------------- ------------------------------------------------
UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.
00-X Xxxxxx Xxxxxx Xxx Xxxx
00000 Kiev A/C JPMorgan Chase Bank London (USD NOSTRO
UKRAINE Account)
----------------------- ---------------------------------------------- ------------------------------------------------
UNITED ARAB EMIRATES HSBC Bank Middle East Limited The National Bank of Abu Dhabi
X.X. Xxx 00 Xxx Xxxxx
Xxxxx
XXXXXX XXXX XXXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
UNITED KINGDOM. JPMorgan Chase Bank, N.A.** National Westminster Bank
Xxxxxx Court London
Ground Floor
00 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
JPMorgan Chase Bank, N.A.** Varies by currency
The Depository and Clearing Centre
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx
XX 00000
U.S.A.
----------------------- ---------------------------------------------- ------------------------------------------------
URUGUAY BankBoston, N.A. BankBoston, X.X
Xxxxxx 1463 Montevideo.
Montevideo
URUGUAY
----------------------- ---------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
----------------------- ---------------------------------------------- ------------------------------------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
Centro Comercial El Recreo Caracas
Torre Norte, Piso 20
Xxxx. Xxxxxxxx, Xxxxxx Xxxxxx
Xxxxxxx 0000 X.X.
VENEZUELA
----------------------- ---------------------------------------------- ------------------------------------------------
VIETNAM The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00 Xxxx Xxxx Xxxx, Xxxxxxxx 0 Xx Xxx Xxxx Xxxx
Ho Chi Minh City
VIETNAM
----------------------- ---------------------------------------------- ------------------------------------------------
ZAMBIA Barclays Bank of Zambia Limited Barclays Bank of Zambia Limited
Xxxxx Xxxxx, Xxxxx Xxxx Xxxxxx
Xxxxxx
XXXXXX
----------------------- ---------------------------------------------- ------------------------------------------------
ZIMBABWE Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited
Corporate Centre Harare
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
** JPMorgan affilliate
SCHEDULE 2
ELIGIBLE SECURITIES DEPOSITORIES
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
------------------------- --------------------------------------------- -----------------------------------------------
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government Debt
and Semi-Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register
System)
------------------------- --------------------------------------------- -----------------------------------------------
AUSTRIA OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
------------------------- --------------------------------------------- -----------------------------------------------
BAHRAIN CDS Equity
(The Central Depository System)
------------------------- --------------------------------------------- -----------------------------------------------
BANGLADESH CDBL Equity, Government Debt
(Central Depository Bangladesh Limited)
------------------------- --------------------------------------------- -----------------------------------------------
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
NBB Corporate Debt, Government Debt
(National Bank of Belgium)
------------------------- --------------------------------------------- -----------------------------------------------
BERMUDA BSD Equity
(Bermuda Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
------------------------- --------------------------------------------- -----------------------------------------------
CETIP Corporate Debt
(Central de Custodia e de Liquidacao
Financiera de Titulos Privados)
------------------------- --------------------------------------------- -----------------------------------------------
SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
------------------------- --------------------------------------------- -----------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
------------------------- --------------------------------------------- -----------------------------------------------
CDAD Equity, Corporate Debt
(Central Depository A.D.)
------------------------- --------------------------------------------- -----------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
CHINA, SHANGHAI CSDCC, Shanghai Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shanghai Branch)
------------------------- --------------------------------------------- -----------------------------------------------
CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity
(China Securities Depository and Clearing
Corporation Ltd, Shenzhen Branch)
------------------------- --------------------------------------------- -----------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
------------------------- --------------------------------------------- -----------------------------------------------
DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de
Colombia S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
CROATIA CDA Equity, Corporate Debt, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
------------------------- --------------------------------------------- -----------------------------------------------
CYPRUS CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
------------------------- --------------------------------------------- -----------------------------------------------
CNB Government Debt
(Czech National Bank)
------------------------- --------------------------------------------- -----------------------------------------------
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
------------------------- --------------------------------------------- -----------------------------------------------
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and
Depository)
------------------------- --------------------------------------------- -----------------------------------------------
CBE Government Debt
(Central Bank of Egypt)
------------------------- --------------------------------------------- -----------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite
Keskdepositoorium)
------------------------- --------------------------------------------- -----------------------------------------------
EUROMARKET CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity
------------------------- --------------------------------------------- -----------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
------------------------- --------------------------------------------- -----------------------------------------------
GREECE CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
BoG Government Debt
(Bank of Greece)
------------------------- --------------------------------------------- -----------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
------------------------- --------------------------------------------- -----------------------------------------------
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Ltd. - Kozponti Elszamolohaz es
Ertektar (Budapest) Rt.)
------------------------- --------------------------------------------- -----------------------------------------------
ICELAND ISD Equity, Corporate Debt, Government Debt
(The Islandic Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
------------------------- --------------------------------------------- -----------------------------------------------
CDSL Equity
(Central Depository Services (India) Limited)
------------------------- --------------------------------------------- -----------------------------------------------
RBI Government Debt
(Reserve Bank of India)
------------------------- --------------------------------------------- -----------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
------------------------- --------------------------------------------- -----------------------------------------------
Bank Indonesia Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
IRELAND CREST Equity, Corporate Debt
(CRESTCo Limited)
------------------------- --------------------------------------------- -----------------------------------------------
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House Ltd.)
------------------------- --------------------------------------------- -----------------------------------------------
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de
Reglement)
------------------------- --------------------------------------------- -----------------------------------------------
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center,
Incorporated)
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
BoJ Registered Government Debt
(Bank of Japan)
------------------------- --------------------------------------------- -----------------------------------------------
JSSC Foreign Securities
(Japan Securities Settlement and Custody,
Inc.)
------------------------- --------------------------------------------- -----------------------------------------------
JORDAN SDC Equity, Corporate Debt
(Securities Depository Center)
------------------------- --------------------------------------------- -----------------------------------------------
KAZAKHSTAN CSD Equity
(Central Securities Depository CJSC)
------------------------- --------------------------------------------- -----------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
------------------------- --------------------------------------------- -----------------------------------------------
CDSC Equity, Corporate Debt
(Central Depository Securities Corporation)
------------------------- --------------------------------------------- -----------------------------------------------
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
------------------------- --------------------------------------------- -----------------------------------------------
LEBANON Midclear X.X.X. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
X.X.X.)
------------------------- --------------------------------------------- -----------------------------------------------
BDL Government Debt
(Banque du Liban)
------------------------- --------------------------------------------- -----------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
------------------------- --------------------------------------------- -----------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
MALAYSIA Bursa Depository Equity, Corporate Debt
(Bursa Malaysia Depository Sdn Bhd)
------------------------- --------------------------------------------- -----------------------------------------------
BNM Government Debt
(Bank Negara Malaysia)
------------------------- --------------------------------------------- -----------------------------------------------
MALTA CSD Equity, Corporate Debt, Government Debt
(The Central Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
------------------------- --------------------------------------------- -----------------------------------------------
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
------------------------- --------------------------------------------- -----------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
------------------------- --------------------------------------------- -----------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen ASA)
------------------------- --------------------------------------------- -----------------------------------------------
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
------------------------- --------------------------------------------- -----------------------------------------------
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
SBP Government Debt
(State Bank of Pakistan)
------------------------- --------------------------------------------- -----------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
PHILIPPINES PDTC Equity
(Philippine Depository and Trust Corp.)
------------------------- --------------------------------------------- -----------------------------------------------
XxXX Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
------------------------- --------------------------------------------- -----------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
RPW Short-Term Government Debt
(Registry of Securities)
------------------------- --------------------------------------------- -----------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
QATAR DSM Equity
(Doha Securities Market)
------------------------- --------------------------------------------- -----------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing and
Depository for Securities)
------------------------- --------------------------------------------- -----------------------------------------------
BSE Equity
(Bucharest Stock Exchange)
------------------------- --------------------------------------------- -----------------------------------------------
RUSSIA VTB Equity, Corporate Debt, Government Debt
(Vneshtorgbank) (Ministry of Finance Bonds)
------------------------- --------------------------------------------- -----------------------------------------------
NDC Equity, Corporate Debt, Government Debt
(The National Depository Center)
------------------------- --------------------------------------------- -----------------------------------------------
SERBIA CSD Equity, Corporate Debt, Government Debt
(Central Register and Central Depository for
Securities)
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
------------------------- --------------------------------------------- -----------------------------------------------
MAS Government Debt
(Monetary Authority of Singapore)
------------------------- --------------------------------------------- -----------------------------------------------
SLOVAK REPUBLIC CSD Equity, Corporate Debt, Government Debt
(Centralny depozitar cennych papierov SR, a.s.)
------------------------- --------------------------------------------- -----------------------------------------------
NBS Government Debt
(National Bank of Slovakia)
------------------------- --------------------------------------------- -----------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
------------------------- --------------------------------------------- -----------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
------------------------- --------------------------------------------- -----------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
------------------------- --------------------------------------------- -----------------------------------------------
SPAIN IBERCLEAR Equity, Corporate Debt, Government Debt
(Sociedad de Gestion de los Sistemas de
Registro, Compensacion y Liquidacion de
Valores, S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
------------------------- --------------------------------------------- -----------------------------------------------
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
------------------------- --------------------------------------------- -----------------------------------------------
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
------------------------- --------------------------------------------- -----------------------------------------------
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
------------------------- --------------------------------------------- -----------------------------------------------
THAILAND BOT Government Debt
(The Bank of Thailand)
------------------------- --------------------------------------------- -----------------------------------------------
TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
------------------------- --------------------------------------------- -----------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des Valeurs
Mobilieres)
------------------------- --------------------------------------------- -----------------------------------------------
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
------------------------- --------------------------------------------- -----------------------------------------------
CBoT Government Debt
(Central Bank of Turkey)
------------------------- --------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------- --------------------------------------------- -----------------------------------------------
UKRAINE NBU Government Debt
(National Bank of Ukraine)
------------------------- --------------------------------------------- -----------------------------------------------
MFS Corporate Debt, Selected Equity
(Interregional Securities Union)
------------------------- --------------------------------------------- -----------------------------------------------
UNITED ARAB EMIRATES DFM Equity, Corporate Debt, Government Debt
(Dubai Financial Market Clearing House)
------------------------- --------------------------------------------- -----------------------------------------------
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
------------------------- --------------------------------------------- -----------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(The Depository Trust Company)
------------------------- --------------------------------------------- -----------------------------------------------
FRB Government Debt, Mortgage Back Debt
(Federal Reserve Bank)
------------------------- --------------------------------------------- -----------------------------------------------
URUGUAY BCU Government Debt
(Banco Central del Uruguay)
------------------------- --------------------------------------------- -----------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
------------------------- --------------------------------------------- -----------------------------------------------
CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
------------------------- --------------------------------------------- -----------------------------------------------
VIETNAM STC Equity, Corporate Debt, Government Debt
(The Registration, Depository, Settlement
and Clearing Department of the Securities
Trading Centre)
------------------------- --------------------------------------------- -----------------------------------------------
ZAMBIA CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
------------------------- --------------------------------------------- -----------------------------------------------
BoZ Government Debt
(Bank of Zambia)
SCHEDULE 3
CUSTODIAN FEES
ANNUAL GLOBAL CUSTODY FEES
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Market BPS Trades Market BPS Trades
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Argentina 20.00 $75.00 Latvia 30.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Australia 4.00 $40.00 Lebanon 60.00 150.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Austria 3.00 $40.00 Lithuania 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Bahrain 50.00 $150.00 Luxembourg 8.00 75.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Bangladesh 40.00 $125.00 Malaysia 6.00 50.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Belgium 3.00 $40.00 Malta 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Bermuda 30.00 $100.00 Mauritius 60.00 150.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Botswana 50.00 $150.00 Mexico 15.00 50.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Brazil 20.00 $75.00 Morocco 30.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Bulgaria 40.00 $200.00 Namibia 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Canada 2.50 $20.00 Nepal 60.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Chile 20.00 $75.00 Netherlands 3.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
China 20.00 $75.00 New Zealand 4.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Colombia 40.00 $100.00 Nigeria 60.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Costa Rica 40.00 $125.00 Norway 3.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Croatia 40.00 $125.00 Oman 60.00 150.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Cyprus 40.00 $125.00 Pakistan 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Czech Republic 20.00 $75.00 Peru 40.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Denmark 3.00 $40.00 Philippines 15.00 50.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Ecuador 40.00 $125.00 Poland 30.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Egypt 40.00 $125.00 Portugal 3.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Estonia 30.00 $100.00 Romania 30.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Euro CDs 1.75 $20.00 Russia 50.00 150.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Euroclear 1.75 $20.00 Singapore 4.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Finland 3.00 $40.00 Slovakia 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
France 2.50 $30.00 Slovenia 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Germany 2.50 $30.00 South Africa 10.00 50.00
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Ghana 40.00 $125.00 Spain 3.00 40.00
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Greece 10.00 $50.00 Sri Lanka 30.00 100.00
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Hong Kong 4.00 $40.00 Swaziland 40.00 125.00
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Hungary 20.00 $75.00 Sweden 3.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Iceland 20.00 $75.00 Switzerland 3.00 40.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
India 20.00 $75.00 Taiwan 20.00 75.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Indonesia 15.00 $50.00 Thailand 6.00 50.00
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Ireland 3.00 $40.00 Tunisia 30.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Israel 20.00 $75.00 Turkey 20.00 75.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Italy 2.50 $30.00 Ukraine 60.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
ANNUAL GLOBAL CUSTODY FEES - CONTINUED
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
United Arab
Ivory Coast 60.00 $150.00 Emirates 60.00 150.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Jamaica 40.00 $125.00 United Kingdom 1.75 15.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Japan 1.75 $20.00 United States 1.00 5.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Jersey 40.00 $125.00 Uruguay 50.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Jordan 40.00 $125.00 Venezuela 40.00 100.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Kazakhstan 60.00 $150.00 Vietnam 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Kenya 40.00 $125.00 Zambia 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Korea 15.00 $50.00 Zimbabwe 40.00 125.00
------------------------ ------------- --------------- ---- ------------------ ---------------- --------------
Additional Fees:
Manual instructions surcharge - $20.00
Corporate Action processing - $50.00
Wire transfers $6.00
Annual Minimum Fee - $25,000
