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CHASE
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective December 31, 2001, and is between JPMORGAN
CHASE BANK ("Bank") and AXA PREMIER VIP TRUST (the "Trust") on behalf of each
of the portfolios (each a "Portfolio") designated on Schedule C (each
individually, the "Customer").
1. Customer Accounts.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts") on
behalf of each Portfolio:
(a) a Custody Account (as defined in Section 15(b) hereof) in the name
of Customer for Financial Assets, which shall, except as modified by Section
15(d) hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same or evidencing or representing any other rights or
interests therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as defined in
Section 3 hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and
all cash in any currency received by Bank or its Subcustodian for the account of
Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class and denomination in place of those deposited
in the appropriate Custody Account.
Upon written agreement between Bank and Customer, additional Accounts
may be established and separately accounted for as additional Accounts
hereunder.
2. Maintenance of Financial Assets and Cash at Bank and Subcustodian
Locations.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other jurisdiction
in which the principal trading market for such Financial Assets is located,
where such Financial Assets are to be presented for payment or where such
Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular currency.
To the extent Instructions are issued and Bank can comply with such
Instructions, Bank is authorized to maintain cash balances on deposit for
Customer with itself or one of its "Affiliates" at such reasonable rates of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank. For purposes
hereof, the term "Affiliate" shall mean an entity controlling, controlled by, or
under common control with, Bank, provided that Affiliates will qualify as
Eligible Foreign Custodians pursuant to Rule 17f-5 under the Investment Company
Act of 1940, as amended ("1940 Act") if holding Foreign Assets as defined by
that rule.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer.
3. Subcustodians and Securities Depositories.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts in
accounts which Bank has established with one or more of its branches or
Subcustodians, in conformity with all applicable requirements of Rule 17f-5
under the 1940 Act. Bank and Subcustodians are authorized to hold any of the
Financial Assets in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given notice as soon as reasonably possible by Bank of any
amendment to Schedule A. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian of Customer's Assets
and the name and
address of the governmental agency or other regulatory authority that supervises
or regulates such Subcustodian.
4. Use of Subcustodian.
(a) Bank shall identify the Assets on its books as belonging to
Customer.
(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of customers
of Bank.
(c) Assets held by Bank or a Subcustodian in a Custody Account shall be
segregated at all times from Bank's or Subcustodian's proprietary assets, and on
Bank's or Subcustodian's records segregated from the assets of any other account
holder for which Bank or Subcustodian serves as custodian in any other capacity.
Any Financial Assets in the Accounts held by a Subcustodian shall be subject
only to the instructions of Bank or its agent. Any Financial Assets held in a
securities depository for the account of a Subcustodian shall be subject only to
the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding
Bank's customers' assets shall provide (i) for indemnification or insurance
arrangements (or any combination of the foregoing) such that the Trust and its
Portfolios will be adequately protected against the risk of loss of the Assets
held in accordance with such agreement; (ii) that such assets shall 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 of 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 laws; (iii) that the beneficial ownership of
such assets shall be freely transferable without the payment of money or value
other than for safe custody or administration; (iv) that adequate records will
be maintained identifying the Assets as belonging to Bank on behalf of its
customers, or as being held by a third party for the benefit of Bank on behalf
of its customers; (v) that the Trust's independent public accountants will be
given access to those records or confirmation of contents of those records; and
(vi) that Bank will receive periodic reports with respect to the safekeeping of
the Assets, including but not limited to, notification of any transfer of the
Assets to or from the account of a Portfolio or a third party account containing
Assets held for the benefit of a Portfolio. Where Securities are deposited by a
Subcustodian with a securities depository, Bank shall cause the Subcustodian to
identify on its books as belonging to Bank, as agent, the Securities shown on
the Subcustodian's account on the books of such securities depository. The
foregoing shall not apply to the
extent of any special agreement or arrangement made by Customer with any
particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit
Account only upon receipt of Instructions, as such term is defined in Section 11
of this Agreement, which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, Bank, in its discretion, may
advance Customer such excess amount which shall be deemed an overdraft advance
bearing interest at the rate customarily charged by Bank on similar advances.
Bank shall make information regarding any such overdraft available
electronically for monitoring on the next business day by providing Customer
with electronic access to such information either via the Internet or by other
means reasonably acceptable to Customer.
(c) If Bank credits the Deposit Account on a payable date, or at any
time prior to actual collection and reconciliation to the Deposit Account, with
interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that such
amount has not been received in the ordinary course of business or (ii) that
such amount was incorrectly credited. If Customer does not promptly return any
amount upon such notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the Deposit Account
for the amount previously credited. Bank or its Subcustodian shall have no duty
or obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. Custody Account Transactions.
(a) Financial Assets shall be transferred, exchanged or delivered by
Bank or its Subcustodian on a timely basis upon receipt by Bank of Instructions
which include all information required by Bank. Unless Bank receives proper
Instructions specifying another mode of settlement and payment, settlement and
payment for Financial Assets received for, and delivery of Financial Assets out
of, the Custody Account shall be made in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivery of Financial Assets to a purchaser, dealer or their
agents against a receipt with the expectation of collecting payment from the
purchaser, dealer or agent to whom the securities were so delivered in the
United States and in such other markets where
available, on the same day. Delivery of Financial Assets out of the Custody
Account may also be made in any manner specifically required by Instructions
reasonably acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect to any
sale, exchange or purchase of Financial Assets. Otherwise, such transactions
shall be credited or debited to the Accounts on the date cash or Financial
Assets are actually received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to the Accounts in
its discretion if the related transaction fails to settle
within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the
related transaction.
(ii) If any Financial Assets delivered pursuant to this Section 6
are returned by the recipient thereof, Bank may reverse the
credits and debits of the particular transaction at any
time.
(iii) Bank shall make information regarding any credits, debits,
credit reversals or debit reversals, all as referred to
above in this Section 6(b), available electronically for
monitoring on the same business day by providing Customer
with electronic access to such information via the Internet
or by other means reasonably acceptable to Customer.
7. Actions of Bank.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Collect on a timely basis and/or receive all income, dividends and
other payments payable on the Assets to which the Portfolios are entitled either
by law or pursuant to custom in the securities business, and (except as
hereinafter set forth in the section entitled "Miscellaneous") to credit such
payments to the Deposit Account of the appropriate Portfolio as designated by
Customer to receive all sums collected in respect of transactions to the Custody
Account.
(b) Present for payment any Financial Assets which are called, redeemed
or retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that Bank or
Subcustodian is actually aware of such opportunities, subject to the Bank's
obligations pursuant to the Domestic and Global Special Terms and Conditions
Rider to follow
coupon payments, redemptions, exchanges or similar matters with respect to
Financial Assets in the Custody Account and advise Customer of rights issued,
tender offers or any other discretionary rights with respect to such Financial
Assets.
(c) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of Financial
Assets.
(d) Exchange interim receipts or temporary Financial Assets for
definitive Financial Assets.
(e) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or any
Subcustodian, in accordance with accepted industry practices in the relevant
market.
(f) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts, provided that periodic statements shall
be rendered to Customer as Customer may reasonably require, but not less
frequently than monthly.
(g) Upon receipt of Instruction from the Trust or Customer, to pay or
cause to be paid bills, statements, or other obligations of the Customer,
insofar as funds are available for such payments.
(h) Use reasonable efforts to maintain records sufficient to enable
Customer to determine and verify information concerning the custody of Assets.
Bank shall at all times maintain proper books and records that shall
identify the Assets as belonging to the appropriate Portfolio. Bank's books and
records relating to the Custody Account shall be available for inspection upon
reasonable notice to Bank during Bank's regular business hours by duly
authorized officers, employees or agents of Customer, or by legally authorized
regulatory officials who are then in the process of reviewing the Trust's or the
Customer's financial affairs upon proof to Bank of such official status.
Bank agrees to furnish, upon Customer's request or at the request of
any regulatory authority of any jurisdiction in which Customer is authorized to
do business, a verification certificate in sufficient detail to permit adequate
identification of the securities belonging to each Portfolio and held by Bank
under the terms of this Agreement. Such certificate must be signed by a
responsible Bank official and furnished to the requestor, with a copy to
Customer if the requestor is a regulatory authority.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices
or notifications shall indicate the identity of the entity having custody of the
Assets. Unless Customer sends Bank a written exception or objection to any Bank
statement within ninety (90) days of receipt, Customer shall be deemed to have
approved such statement, provided, however, that any matter that could not have
reasonably been known to Customer or its agents during the 90 day period shall
survive past that time limit, and Customer shall have available to it all legal
remedies with respect to any matter set forth in or reasonably implied from the
statement. In such event, or where Customer has otherwise approved any such
statement, Bank shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or reasonably
implied therefrom.
All collections of funds or other property paid or distributed in
respect of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder.
Bank shall perform all of its duties in a timely manner. What
constitutes timeliness in connection with a particular action will be determined
by the standards of the industry in the relevant market as they apply to the
specific type of transaction in question and taking into account relevant facts
and circumstances.
8. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions. Bank shall subscribe to and monitor information
through sources as it deems necessary to follow coupon payments, redemptions,
exchanges or similar matters and will advise Customer of rights issued, tender
offers or any other discretionary rights with respect to securities. Whenever
Bank receives information concerning the Financial Assets which requires
discretionary action by the beneficial owner of the Financial Assets (other than
a proxy), such as subscription rights, bonus issues, stock repurchase plans and
rights offerings, or legal notices or other material intended to be transmitted
to securities holders ("Corporate Actions"), Bank shall give Customer notice of
such Corporate Actions to the extent that Bank's central corporate actions
department has actual knowledge of a Corporate Action in time to notify its
customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Bank shall use its reasonable best
efforts to obtain Instructions from Customer or its Authorized Person (as
defined in Section 10 hereof), but if Instructions are not received in time for
Bank to take timely action, or actual notice of such Corporate Action was
received too late to seek Instructions, Bank is
authorized to sell such rights entitlement or fractional interest and to credit
the Deposit Account with the proceeds or take any other action it deems, in good
faith, to be appropriate in which case it shall be held harmless for any such
action.
(b) Proxy Voting. Bank shall provide proxy voting services, if elected
by Customer, in accordance with the terms of the proxy voting services rider
hereto. Proxy voting services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a reduction
of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on
Financial Assets for Customer's benefit which Bank believes may be
available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial Assets
are beneficially owned by others (but not including underlying mutual
fund shareholders), from each beneficial owner, A) a declaration of the
beneficial owner's identity and place of residence and (B) certain
other documentation (pro forma copies of which are available from
Bank). Customer acknowledges that, if Bank does not receive such
declarations, documentation and information, Bank shall be unable to
provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall be
indemnified accordingly, whether these result from the inaccurate
completion of documents by Customer or any third party, or as a result
of the provision to Bank or any third party of inaccurate or misleading
information or the withholding of material information by Customer or
any other third party, or as a result of any delay of any revenue
authority or any other matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to
Customer from time to time and Bank may, by notification in writing, at
Bank's absolute discretion, supplement or amend the markets in which
tax reclaim services are offered. Other than as expressly provided in
this sub-clause, Bank shall have no
responsibility with regard to Customer's tax position or status in any
jurisdiction.
(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body
in relation to Customer or the securities and/or cash held for
Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may be
Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank would
have been if Bank had performed such services.
(d) Tax Obligations.
(i) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Deposit Account any taxes or levies
required by any revenue or governmental authority for whatever reason
in respect of the Custody Account.
(ii) Customer shall provide to Bank such documentation and information
as Bank may require in connection with taxation, and warrants that,
when given, this information shall be true and correct in every
respect, not misleading in any way, and contain all material
information. Customer undertakes to notify Bank immediately if any such
information requires updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Customer
agrees to pay, indemnify and hold Bank 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, Bank (1) to
pay, withhold or report any U.S. federal, state or local taxes or
foreign taxes imposed on, or (2) to report interest, dividend or other
income paid or credited to the Deposit Account, whether such failure or
delay by Bank to pay, withhold or report tax or income is the result of
(x) Customer's failure to comply with the terms of Sections
8(c) and (d), or (y) Bank's own acts or omissions; provided however,
Customer shall not be liable to Bank for any penalty or additions to
tax due as a result of Bank's failure to pay, withhold or report tax
or to report interest, dividend or other income paid or credited to
the Deposit Account solely as a result of Bank's negligent acts or
omissions.
9. Nominees.
Financial Assets which are ordinarily held in registered form may be
registered in the name of Customer or in a nominee name of Bank, Subcustodian or
securities depository, as directed by Customer. Bank may with notice to and
consent by Customer cause any such Financial Assets to cease to be registered in
the name of any such nominee and to be registered in the name of Customer. In
the event that any Financial Assets registered in a nominee name are called for
partial redemption by the issuer, Bank may allot the called portion to the
respective beneficial holders of such class of security in any manner Bank deems
to be fair and equitable. Customer shall hold Bank, Subcustodians, and their
respective nominees harmless from any liability arising directly or indirectly
from their status as a mere record holder of Financial Assets in the Custody
Account.
10. Authorized Persons.
As used herein, the term "Authorized Person" means officers, employees
or agents including investment managers as have been (i) authorized by or in
accordance with a corporate resolution of Customer delivered to Bank or (ii)
described as authorized in a certificate delivered to Bank by Customer's
Secretary or an Assistant Secretary or similar officer of Customer to act on
behalf of Customer hereunder. Such persons shall continue to be Authorized
Persons until such time as Bank receives Instructions from Customer or its
designated agent that any such employee or agent is no longer an Authorized
Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person(s)
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank and Customer which Bank believes in good faith to have been
given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Bank may
rely and act upon written instructions when bearing or purporting to bear the
facsimile signature of any Authorized Person if such facsimile signature or
signatures resemble(s) the facsimile specimen or specimens from time to time
furnished to Bank by any Authorized Person, or by Customer's Secretary or an
Assistant Secretary or similar officer of Customer in
writing, addressed to Bank, indicating that the signatures are those belonging
to persons authorized to give instructions with respect to the Portfolios.
Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded. The term "Instructions" includes,
without limitation, instructions to sell, assign, transfer, deliver, purchase or
receive for the Custody Account, any and all stocks, bonds and other Financial
Assets or to transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which confirmation
may bear the facsimile signature of such Person), but Customer shall hold Bank
harmless for the failure of an Authorized Person to send such confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received or Bank's failure to produce such confirmation at any
subsequent time. Bank shall promptly notify Customer of any discrepancies
between oral and written instructions, the lack of a valid signature, and with
respect to Instructions Bank chooses not to follow. Bank and Customer may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall take
reasonable steps to safeguard any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
12. Standard of Care; Liabilities.
(a) Bank shall be responsible for the performance of only such
duties as are set forth herein or expressly contained in
Instructions which are consistent with the provisions hereof
as follows:
(i) Except as provided below, Bank shall be obligated to
indemnify Customer for any loss of Assets credited to the
Accounts resulting from (x) the negligence or willful
misconduct of Bank or any officers, employees or agents
retained by Bank to hold such Assets or (y) the burglary,
robbery, hold-up, theft or mysterious disappearance, including
loss by damage or destruction. In the event of a loss of
Assets in any Account for which Bank is required to indemnify
Customer pursuant to the immediately preceding sentence, at
Bank's option, Bank shall promptly replace such Assets (by
among other means posting appropriate security or bond with
the issuer(s) of such Assets and obtaining their reissue) or
the value thereof (determined based upon the market value of
the Assets which are the subject of such loss as of the date
of discovery of such loss) and the value of any loss of rights
or privileges resulting from the loss of such securities. The
foregoing indemnity shall be Bank's exclusive liability to
Customer for Bank's loss of Assets from
any Account. Bank shall be responsible as a professional
custodian for the Assets for exercising good faith and
reasonable care in carrying out Bank's duties and obligations
under this Agreement. In respect of all Bank's other duties
and obligations pursuant to the terms of this Agreement, Bank
shall be liable to Customer only to the extent of Customer's
direct damages suffered or incurred as a result of any act
or omission of Bank or Bank's officers, employees or agents
which constitutes negligence or willful misconduct. Anything
in this Agreement to the contrary notwithstanding, in no
event shall Bank be liable to Customer under this Agreement
for special, indirect or consequential loss or damage of any
kind whatsoever, whether or not Bank is advised as to the
possibility of such loss or damage and regardless of the
form of action in which such loss or damage may be claimed.
(ii) Notwithstanding any other provisions of this Agreement,
Bank's responsibilities in holding Assets with a Subcustodian
shall be limited to the exercise of good faith and reasonable
care as a professional custodian for the Assets with respect
to its obligations hereunder. Bank shall be liable to Customer
for any loss which shall occur as the result of the failure of
a Subcustodian to exercise reasonable care with respect to the
safekeeping of such Assets where such loss results directly:
(A) from the failure by the Subcustodian to use reasonable
care in the provision of custodial services by it in
accordance with the standards prevailing in its local market
or (B) from the willful default, willful misconduct or
negligence of such Subcustodian in the provision of custodial
services by it or any officers, employees or agents retained
by such Subcustodian to provide any part of such services; or
(C) from the burglary, robbery, hold-up, theft or mysterious
disappearance of Assets, including loss by damage or
destruction. In the event of any loss to Customer which is
compensable hereunder (i.e. a loss arising by reason of
willful misconduct or the failure of Bank or its Subcustodian
to use good faith and reasonable care), Bank shall be liable
to Customer only to the extent of Customer's actual damages,
to be determined based on the market value of the property
which is the subject of the loss at the date of discovery of
such loss and without reference to any special conditions or
circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or
damages (including, but not limited to, lost profits) suffered
by Customer in connection with the transactions and services
contemplated hereby and the relationship established hereby
even if Bank has been advised as to the
possibility of the same and regardless of the form of the
action.
(iii) As long as Bank shall have been in compliance with its
obligations under Rule 17f-5 under the 1940 Act to determine
that each Subcustodian listed on Schedule A has the requisite
financial strength for the Assets, Bank shall not be
responsible for the insolvency of any Subcustodian which is
not a branch or Affiliate of Bank, except, however, that Bank
will be responsible for the insolvency of any Subcustodian
which it appoints if such appointment was made negligently or
in bad faith. Bank shall not be responsible for any act,
omission, default or the solvency of any broker or agent which
it or a Subcustodian appoints unless such appointment was made
negligently or in bad faith.
(iv) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties, and expenses,
including out-of-pocket and incidental expenses and legal fees
("Losses") that may be incurred by, or asserted against, the
Indemnitees or any of them for following any instructions or
other directions upon which Bank is authorized to rely
pursuant to the terms of this Agreement. (B) In addition to
and not in limitation of the preceding subparagraph, Customer
shall also indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be
incurred by, or asserted against, the Indemnitees or any of
them in connection with or arising out of Bank's performance
under this Agreement, provided the Indemnitees have not acted
with negligence or engaged in willful misconduct. (C) In
performing its obligations hereunder, Bank may rely on the
genuineness of any document which it reasonably believes in
good faith to have been validly executed.
(v) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment
of any taxes or other governmental charges, and any related
expenses, with respect to income from or Assets in the
Accounts.
(vi) In connection with the operation of this Agreement, Bank
shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for Customer) on all matters and
shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
(vii) Bank need not maintain any insurance for the benefit of
Customer. Bank represents, however, that it maintains Bankers'
Blanket Bond insurance which includes: (A) fidelity insurance
and non negligent loss coverage for Bank's employees and loss
of property through any dishonest act of Bank's employees, and
loss through robbery, burglary, theft or mysterious
disappearance while on Bank's premises or while in transit in
the custody of Bank's employees, and (B) fidelity and non
negligent loss coverage for Assets which may be held by
Custodians. Customer understands that Bank maintains such
insurance in respect of its activities as a securities
custodian. Bank shall provide to Customer a description of the
Fidelity and other insurance coverage it maintains for its
benefit in respect of the assets it holds in custody for
others, upon request by Customer. The Bank agrees that if at
any time it for any reason discontinues such coverage, it
shall immediately give sixty (60) days' prior written notice
to the Customer.
(viii) Without limiting the foregoing, Bank shall not be
liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Assets in a particular
country including, but not limited to, losses resulting from
malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption
of communication facilities beyond the control of Bank,
abnormal operating conditions, nationalization, expropriation
or other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly
execution of securities transactions or affect the value of
Assets. Nothing in this paragraph shall limit the Bank from
maintaining commercially reasonable back-up systems.
(ix) Neither party shall be liable to the other for any loss
due to forces beyond their control including, but not limited
to strikes or work stoppages, acts of war (whether declared or
undeclared) or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(x) In the event Bank is unable to substantially perform for
any of the reasons described in paragraphs (viii) and (ix),
Bank shall so notify Customer as soon as reasonably
practicable.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no duty or
responsibility to:
(i) supervise or make recommendations with respect to
investments or the retention of Financial Assets;
(ii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security
in the Custody Account other than as provided in Section 5(c)
hereof;
(iii) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or
other party (other than a Subcustodian) to which Financial
Assets are delivered or payments are made pursuant hereto; and
(iv) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing
Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements
issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank
or any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential conflict
of duty or interest including the fact that Bank or any of its Affiliates may
provide brokerage services to other customers, act as financial advisor to the
issuer of Financial Assets, act as a lender to the issuer of Financial Assets,
act in the same transaction as agent for more than one customer, have a material
interest in the issue of Financial Assets, or earn profits from any of the
activities listed herein.
13. Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth
in Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses. To the
extent consistent with applicable law, Bank shall have a lien on and is
authorized to charge any Accounts of Customer for any amount owing to Bank under
any provision hereof. As provided in Customer's governing instrument, the debts,
liabilities, obligations and expenses incurred in connection with Bank's
services with respect to a particular Portfolio shall be enforceable against the
assets of such Portfolio only, and not against the assets of the Trust
generally, any other Portfolio or any trustee or shareholder of the Portfolio.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by specific or
standing Instruction, Bank is authorized to
enter into spot or forward foreign exchange contracts with Customer or an
Authorized Person for Customer and may also provide foreign exchange through its
subsidiaries, Affiliates or Subcustodians. Instructions, may be issued with
respect to such contracts but Bank may establish rules or limitations concerning
any foreign exchange facility made available. In all cases where Bank, its
subsidiaries, Affiliates or Subcustodians enter into a separate master foreign
exchange contract with Customer that covers foreign exchange transactions for
the Accounts, the terms and conditions of that foreign exchange contract, and to
the extent not inconsistent, this Agreement, shall apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in residency.
Bank may rely upon this certification or the certification of such other facts
as may be required to administer Bank's obligations hereunder. Customer shall
indemnify Bank against all losses, liability, claims or demands arising directly
or indirectly from any such certifications.
(c) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to Financial Assets
as is required in connection with their examination of books and records
pertaining to Customer's affairs. Subject only to restrictions under applicable
law, Bank shall also obtain an undertaking to permit Customer's independent
public accountants reasonable access to the records of any Subcustodian which
has physical possession of any Financial Assets as may be required in connection
with the examination of Customer's books and records. Upon Customer's reasonable
request, Bank shall furnish Customer such reports (or portions thereof) of its
systems on internal accounting controls applicable to its duties hereunder. Bank
shall endeavor to obtain and furnish Customer with such similar reports as it
may reasonably request with respect to each Subcustodian holding Assets.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by
either party, but shall bind the successors in interest of Customer and Bank. 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 irrevocably shall
not claim, and it hereby waives, such immunity. The captions given to the
sections and subsections of this Agreement are for convenience of reference only
and are not to be used to interpret this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
___ Investment Company assets subject to certain U.S. Securities and
Exchange Commission rules and regulations;
___ Other (specify)
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _______ and the following Rider(s)
[Check applicable rider(s)]:
___ INVESTMENT COMPANY
___ PROXY VOTING
___ SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes any
other agreements, whether written or oral, between the parties. Any amendment
hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions hereof 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 shall not in any way be
affected or impaired.
(g) Waiver. 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 hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(h) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit and
control the Financial Assets and cash deposited in the Accounts; (B) it has all
necessary authority to use Bank as its custodian; (C) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; (D) it has taken all necessary action to authorize the execution and
delivery hereof. (E) it shall have full authority and power to borrow moneys and
enter into foreign exchange transactions; and (F) it has not relied on any oral
or written representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the duties of
Bank. (ii) Bank hereby represents and warrants to Customer that: (A) it has the
full power and authority to perform its
obligations hereunder, (B) this Agreement constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms; and (C) it has
taken all necessary action to authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) Bank: JPMorgan
Chase Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, X.X. 00000, Attention: Global
Investor Services, Investment Management Group; and (b) Customer: Xxxxxx X.
Xxxxx, President, AXA Premier VIP Trust, 1290 Avenue of the Xxxxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
(j) Termination. This Agreement may be terminated by Customer or Bank
by giving thirty (30) days' written notice to the other, provided that such
notice to Bank shall specify the names of the persons to whom Bank shall deliver
the Assets in the Accounts. If notice of termination is given by Bank, Customer
shall, within thirty (30) days following receipt of the notice, deliver to Bank
Instructions specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good faith to be
owed to it under Section 13. If within thirty (30) days following receipt of a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets, Bank,
at its election, may deliver the Assets to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for
itself and its agents that all Customer's customers are properly identified in
accordance with all applicable U.S. Money Laundering regulations as in effect
from time to time.
(l) Imputation of certain information. Bank shall not be held
responsible for and shall not be required to have regard to information held by
any person by imputation or information of which Bank is not aware by virtue of
a "Chinese Wall" arrangement. If Bank becomes aware of confidential information
which in good faith it feels inhibits it from effecting a transaction hereunder
Bank may refrain from effecting it.
(m) Confidentiality. Bank agrees to treat as confidential all record
and other information relating to Customer, its prior, present or future
shareholders (to the extent Bank has such information) and its
Portfolios. Bank agrees not to disclose such information except when legally
required to disclose such information by duly constituted government
authorities, or when so requested in writing by Customer. If required to
disclose confidential information, Bank will notify Customer in writing.
15. Definitions.
As used herein, the following terms shall have the meaning hereinafter
stated:
a) "Certificated Security" shall mean a security that is represented by a
certificate.
b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant hereto.
c) "Entitlement Holder" shall mean the person on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
d) "Financial Asset" shall mean, as the context requires, either the asset
itself or the means by which a person's claim to it is evidenced, including
a Certificated Security or Uncertificated Security, a security certificate,
or a Securities Entitlement. Financial Assets shall not include cash.
e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or dealt in on
securities exchanges or financial markets, and other obligations of an
issuer, or shares, participations and interests in an issuer recognized in
an area in which it is issued or dealt in as a medium for investment and
any other property as shall be acceptable to Bank for the Custody Account.
f) "Securities Entitlement" shall mean the rights and property interest of an
Entitlement Holder with respect to a Financial Asset as set forth in Part 5
of the Uniform Commercial Code.
g) "Securities Intermediary" shall mean Bank, a Subcustodian, a securities
depository, and any other financial institution which in the ordinary
course of business maintains custody accounts for others and acts in that
capacity.
h) "Uncertificated Security" shall mean a security that is not represented by
a certificate.
i) "Uniform Commercial Code" shall mean Article 8 of the Uniform Commercial
Code of the State of New York, as the same may be amended from time to
time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
AXA PREMIER VIP TRUST
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Title: President
Date: December 31, 2001
JPMORGAN CHASE BANK
By: /s/ Xxxx Xxxxx
-----------------------------
Title: Vice President
Date: December 31, 2001
Investment Company Rider to Global Custody Agreement
Between JPMorgan Chase Bank and
AXA Premier VIP Trust
effective December 31, 2001
The following modifications are made to the Agreement:
I. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of Customer, Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian (as hereinafter defined) where Bank has
not acted as Foreign Custody Manager with respect to the selection
thereof. Bank shall notify Customer in the event that it elects to add
any such entity.
II. Add the following language to the end of Section 3 of the
Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in rule
17f-5(a)(7) under the 1940 Act; and
(b) an "Eligible Foreign Custodian," which, as defined in rule
17f-5(a)(1) and (5), shall mean (i) 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 (ii) 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 shall also mean any other entity that shall have been so
qualified by exemptive order, rule or other appropriate action of the
SEC.
The term "securities depository" as used herein shall mean the
following, when referring to a securities depository located:
(a) outside the U.S., an "Eligible Securities Depository" which, in
turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) and
applicable provisions of rule 17f-5 as the same may be amended from
time to time, or that has otherwise been made exempt by an SEC
exemptive order, rule other appropriate SEC action, except that prior
to the compliance date with rule 17f-7 for a particular securities
depository the term "securities depository" shall be as defined in
(a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5; and
(b) in the U.S., shall mean a "securities depository" as defined in
rule 17f-4(a) under the 1940 Act.
For purposes of provisions of the Agreement imposing liability on Bank,
the term Subcustodian shall not include any Eligible Foreign Custodian
as to which Bank has not acted as Foreign Custody Manager. For purposes
of clarity, the term Subcustodian shall not include any securities
depository."
III. Add the following language to the end of the first sentence of
Section 4(d) of the Agreement: "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 laws."
IV. Add a new Section 16 to the Agreement as follows:
16. Compliance with Securities and Exchange Commission rule 17f-5
("rule 17f-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it
of, the obligation to perform as Customer's "Foreign Custody Manager" (as that
term is defined in rule 17f-5(a)(3)), including for the purposes of: (i)
selecting Eligible Foreign Custodians (as that term is defined in rule
17f-5(a)(1), as the same may be amended from time to time, or that have
otherwise been exempted by SEC exemptive order, rule other appropriate SEC
action) to hold Customer's Foreign Assets (as that term is defined in rule
17f-5(a)(2)), (ii) evaluating the contractual arrangements with such Eligible
Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such
foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board, or its
designated agent, of the placement of Foreign Assets 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 at such times as the Board deems
reasonable and appropriate based on the circumstances of Customer's
foreign custody arrangements but until further notice from Customer
requesting a different schedule, such reports shall be provided not
less than quarterly in summary form, with a more detailed report
annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a professional
custodian having responsibility for the safekeeping of Foreign Assets
would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined
that Foreign Assets 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
Assets, including, without limitation, those factors set forth in rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable to
custodians in the relevant market as provided in rule 17f-5(c)(2) and
will include, at a minimum, the contractual provisions set forth in
rule 17f-5(c)(2)(i) or (ii); and
(v) have established a system to monitor the continued appropriateness
of maintaining Foreign Assets with particular Eligible Foreign
Custodians, in accordance with rule 17f-5(c)(2)(i), and performance of
the governing contractual arrangements, in accordance with rule
17f-5(c)(2); it being understood, however, that in the event that Bank
shall have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford Foreign Assets reasonable care and
that no other Eligible Foreign Custodian in that country would afford
reasonable care, Bank 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 Assets.
Subject to (b)(i)-(v) above, Bank, in its capacity as Foreign Custody Manager,
is hereby authorized to place and maintain Foreign Assets on behalf of Customer
with Eligible Foreign Custodians pursuant to a written contract deemed
appropriate by Bank.
(c) Bank represents to Customer that it is a U.S. Bank as defined in
rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed
and maintained in Bank's custody are subject to the Investment Company Act of
1940, as amended (the "1940 Act") as the same may be amended from time to time;
(2) its Board (or other governing body) has determined that it is reasonable to
rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board
(or other governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which Customer's Foreign
Assets shall be held hereunder and determined to accept the risks arising
therefrom (including, but not limited to, a country's financial infrastructure,
prevailing custody and settlement practices, laws applicable to the safekeeping
and recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency
controls and the like) (collectively ("Country Risk"); provided that, Country
Risk shall not include the failure of an Eligible Foreign Custodian to exercise
reasonable care ). Nothing contained herein shall require Bank to make any
selection on behalf of Customer that would entail consideration of Country Risk
and, except as may be provided in (e) below, to engage in any monitoring of
Country Risk.
(d) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-A 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) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility for
inaccuracies or incomplete information.
V. Add a new Section 17 to the Agreement as follows:
17. Compliance with Securities and Exchange Commission rule 17f-7
("rule 17f-7").
(a) Bank shall, for consideration by Customer, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the Country Risks associated with
maintaining Customer's Foreign Assets with each Eligible Securities Depository
used by Bank as of the date hereof (or, in the case of an Eligible Securities
Depository not used by Bank as of the date hereof, prior to the initial
placement of Customer's Foreign Assets at such Depository) and at which any
Foreign Assets of Customer are held or are expected to be held. Bank will also
inform Customer whether holding assets in a particular Eligible Securities
Depository is voluntary or compulsory. The foregoing analysis will be provided
to Customer at Bank's Website. In connection with the foregoing, Customer shall
notify Bank of any Eligible Securities Depositories at which it does not choose
to have its Foreign Assets held. Bank shall monitor the custody risks associated
with maintaining Customer's Foreign 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) Bank shall exercise such reasonable care, prudence and diligence in
performing the requirements set forth in Section 17(a) above as a professional
custodian having responsibility for the safekeeping of Foreign Assets would
exercise.
(c) Based on the information available to it in the exercise of
reasonable care, prudence and diligence, Bank shall determine the eligibility
under rule 17f-7 of each depository before including it on Appendix 1-B hereto
and shall promptly advise Customer if any Eligible Securities Depository ceases
to be eligible. (Eligible Securities Depositories used by Bank as of the date
hereof are set forth in
Appendix 1-B hereto, and as the same may be amended on notice to Customer from
time to time.)
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Foreign Assets into a
country the following information:
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 the Customer's
ability to recover its assets in the event of the bankruptcy
of an Eligible Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Customer's
ability to recover assets that are lost while under the
control of an Eligible Foreign Custodian located in the
country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Customer's 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, (vi) market settlement risk, (vii) Eligible
Securities Depositories (including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the
information in market reports.
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
JPMORGAN CHASE BANK
AND
AXA PREMIER VIP TRUST
effective December 31, 2001.
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures")
furnished to Customer, as the same may be amended by Bank from time to
time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Bank to Customer of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received
by Bank or provided to Bank by its Subcustodians or third parties, and
(b) voting by Bank of proxies based on Customer Instructions. Original
proxy materials or copies thereof shall not be provided. Notifications
shall generally be in English and, where necessary, shall be
summarized and translated from such non-English materials as have been
made available to Bank or its Subcustodian. In this respect Bank's
only obligation is to provide information from sources it believes to
be reliable and/or to provide materials summarized and/or translated
in good faith. Bank reserves the right to provide Notifications, or
parts thereof, in the language received. Upon reasonable advance
request by Customer, backup information relative to Notifications,
such as annual reports, explanatory material concerning resolutions,
management recommendations or other material relevant to the exercise
of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, Bank shall not be liable for
any losses or other consequences that may result from reliance by
Customer upon Notifications where Bank prepared the same in good faith.
4 Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as
the agent of Customer, and shall not exercise any discretion with
regard to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Financial Assets are: (i) on loan; (ii) at registrar for registration
or reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Bank or its
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a margin or
collateral account.
6 Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis (e.g., a net yes or no vote given the voting instructions
received from all customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall
in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not
directly or indirectly compete with Bank or diminish the market for
Proxy Services by provision of such information, in whole or in part,
for compensation or otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished
to Bank in accordance with ss.10 of the Agreement. Proxy Services fees
shall be as set forth in ss.13 of the Agreement or as separately
agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH AXA PREMIER VIP TRUST
DATE December 31, 2001
DOMESTIC ONLY
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the provisions of
Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of Bank's
nominee or the nominee of a central depository) and communications with
respect to Financial Assets in the Custody Account as call for voting
or relate to legal proceedings within a reasonable time after
sufficient copies are received by Bank for forwarding to its customers.
In addition, Bank shall follow coupon payments, redemptions, exchanges
or similar matters with respect to Financial Assets in the Custody
Account and advise Customer or the Authorized Person for such Account
of rights issued, tender offers or any other discretionary rights with
respect to such Financial Assets, in each case, of which Bank has
received notice from the issuer of the Financial Assets, or as to which
notice is published in publications routinely utilized by Bank for this
purpose.
Fees
The fees referenced in Section 13 hereof cover only domestic and euro-dollar
holdings. There shall be no Schedule A hereto, as there are no foreign assets in
the Accounts.
DOMESTIC AND GLOBAL
SPECIAL TERMS AND CONDITIONS RIDER
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the pertinent
provisions of Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a
Custody Account, such proxies (signed in blank, if issued in the name of Bank's
nominee or the nominee of a central depository) and communications with respect
to Financial Assets in the Custody Account as call for voting or relate to legal
proceedings within a reasonable time after sufficient copies are received by
Bank for forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to Financial
Assets in the Custody Account and advise Customer or the Authorized Person for
such Account of rights issued, tender offers or any other discretionary rights
with respect to such Financial Assets, in each case, of which Bank has received
notice from the issuer of the Financial Assets, or as to which notice is
published in publications routinely utilized by Bank for this purpose.
[GRAPHIC OMITTED]
JPMORGAN SCHEDULE A
--------------------------------------------------------------------------------
JPMORGAN CHASE BANK
-------------------
AGENT BANK LIST
---------------
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA JPMorgan Chase Bank Banco Generale de Negocios
--------- Arenales 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
AUSTRALIA JPMorgan Chase Bank Australia and New Zealand Banking Group Ltd.
--------- Xxxxx 00 Xxxxxxxxx
AAP Center
000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
AUSTRIA Bank Austria AG X.X. Xxxxxx AG
------- Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
BAHRAIN HSBC Bank Middle East National Bank of Bahrain
------- XX Xxx 00 Xxxxxx
Xxxxxx, 000
XXXXXXX
XXXXXXXXXX Standard Chartered Bank Standard Chartered Bank
---------- 18-20 Motijheel C.A. Xxxxx
Xxx 000,
Xxxxx-0000
XXXXXXXXXX
XXXXXXX Fortis Bank N.V. J.P. Xxxxxx XX
------- 0 Xxxxxxxx Xx Xxxx Xxxxxxxxx
0000 Xxxxxxxx
XXXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
1 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Ltd
------- 0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Ltd
-------- 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
BankBoston, N.A. BankBoston, N.A.
Rua Libero Badaro, 425-29 andar Sao Paulo
Sao Paulo - SP 00000-000
XXXXXX
BULGARIA ING Bank N.V. ING Bank N.V.
-------- Xxxxx Xxxxxx Sofia
12 Xxxx Bersinski Xxxxxx
Xxxx Xxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
------ Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada Royal Bank of Canada
000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx
15th Floor
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx
Xxxxxxx X0X 0X0
XXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
2 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
CHILE Citibank, N.A. Citibank, N.A.
----- Xxxx. Xxxxxx Xxxxx 0000 Xxxxxxxx
0xx xxx 0xx Xxxxxx
Xxxxxxxx
XXXXX
CHINA - SHANGHAI The Hongkong and Shanghai Banking Citibank, N.A.
---------------- Corporation Limited New York
00/X, Xxxxxxxx Senmao International Building
101 Xxx Xxxxx Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
CHINA - SHENZHEN The Hongkong and Shanghai Banking JPMorgan Chase Bank
---------------- Corporation Limited Hong Kong
0xx Xxxxx
Xxxxxxx Xxxxx Hotel
No.1 Xxxx Xxxx Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A. Sociedad Fiduciaria
-------- Sociedad Fiduciaria Santa Fe de Bogota
Xxxxxxx 0x Xx 00-00
Xxxxx Xxxxx
Xxxxx Xx xx Xxxxxx, X.X.
COLOMBIA
CROATIA Privredna banka Zagreb d.d. Privredna banka Zagreb d.d.
------- Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
CYPRUS The Cyprus Popular Bank Ltd. Cyprus Popular Bank
------ 000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 00000
XX-0000 Xxxxxxx,
XXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
3 of 15
[GRAPHIC OMITTED]
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--------------------------------------------------------------------------------
CZECH REPUBLIC Ceskoslovenska obchodni banka, a.s. Ceskoslovenska obchodni banka, a.s.
-------------- Xx Xxxxxxx 00 Xxxxxx
000 00 Xxxxxx 0
XXXXX XXXXXXXX
XXXXXXX Danske Bank A/S Nordea Bank Danmark A/S
------- 2-12 Holmens Kanal Copenhagen
DK 1092 Copenhagen K
DENMARK
ECUADOR Citibank, N.A. Citibank, N.A.
------- Av. Republica de El Xxxxxxxx x Xxxxx
Naciones Unidas (Esquina)
Quito
ECUADOR
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 Nordea Bank Finland Plc X.X. Xxxxxx AG
------- 2598 Custody Services Frankfurt
Xxxxxxx Xxxxx Xxxx 0-0
XXX-00000 XXXXXX, Xxxxxxxx
FINLAND
FRANCE BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
------ Xxx 000 Xxxxxxxxx
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
4 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
Societe Generale X.X. Xxxxxx AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
Credit Agricole Indosuez X.X. Xxxxxx AG
00 Xxxx. Xxxxxxxxx Xxxxxxxxx
00000 Xxxxx
FRANCE
GERMANY Dresdner Bank AG X.X. Xxxxxx AG
------- Xxxxxxx-Xxxxx-Xxxxx 0 Xxxxxxxxx
00000 Xxxxxxxxx/Xxxx
XXXXXXX
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Ltd
----- Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
XXXXXX HSBC Bank plc X.X. Xxxxxx AG
------ Messogion 109-111 Xxxxxxxxx
00000 Xxxxxx
XXXXXX
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank
--------- Corporation Limited Hong Kong
36th Floor, Sun Hung Kai Centre
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
XXXXXXX Citibank Rt. ING Bank Rt.
------- Szabadsag ter 0-0 Xxxxxxxx
X-0000 Xxxxxxxx V
HUNGARY
ICELAND Islandsbanki-FBA Islandsbanki-FBA
------- Xxxxxxxxxxxx 0 Xxxxxxxxx
000 Xxxxxxxxx
XXXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
5 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
----- Corporation Limited Corporation Limited
Xxxxx Xxxx Xxxxx Xxxx, Worli Mumbai
Mumbai 400 025
INDIA
Deutsche Bank AG Deutsche Bank AG
Kodak House Mumbai
000 X.X. Xxxx, Xxxx
Xxxxxx 400 001
INDIA
Standard Chartered Bank Standard Chartered Bank
Phoenix Centre, Phoenix Xxxxx Compound Mumbai
Senapati Xxxxx Xxxx, Lower Parel
Mumbai 400 013
INDIA
INDONESIA The Hongkong and Shanghai Banking Standard Chartered Bank
--------- Corporation Limited Jakarta
World Trade Center
Xx. Xxxx Xxxxxxxx Xxx. 00-00
Xxxxxxx 00000
XXXXXXXXX
Standard Chartered Bank Standard Chartered Bank
Xx. Xxxx Xxxxxxxx Xxx. 00-X Xxxxxxx
Xxxxxxx 00000
XXXXXXXXX
IRELAND Bank of Ireland X.X. Xxxxxx AG
------- International Financial Services Xxxxxx Xxxxxxxxx
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx 0
XXXXXXX
Allied Irish Banks, p.l.c. X.X. Xxxxxx AG
P.O. Box 518 Frankfurt
International Financial Services Centre
Dublin 1
IRELAND
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi Le-Israel B.M.
------ 00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Xxx Xxxx
XXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
6 of 15
[GRAPHIC OMITTED]
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--------------------------------------------------------------------------------
ITALY BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
----- 2 Xxxxxx Xxx Xxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
IVORY COAST Societe Generale de Banques en Cote Societe Generale
----------- d'Ivoire Paris
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
JAMAICA CIBC Trust and Merchant Bank CIBC Trust and Merchant Bank
------- Jamaica Limited Jamaica Limited
00-00 Xxxxxxxxx Xxxx. Xxxxxxxx
Xxxxxxxx 00
XXXXXXX
XXXXX The Fuji Bank, Limited JPMorgan Chase Bank
----- 0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
The Bank of Tokyo-Mitsubishi, Limited JPMorgan Chase Bank
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 ABN AMRO Bank Kazakhstan ABN AMRO Bank Kazakhstan
---------- 45, Khadzhi Mukana Street Almaty
480099 Almaty
KAZAKHSTAN
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
7 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Ltd
----- c/o Barclaytrust Investment Services Nairobi
& Limited
Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx
XXXXX
XXXXXX Hansabanka Hansabanka
------ Kalku iela 26 Xxxx
Xxxx, XX 0000
XXXXXX
LEBANON HSBC Bank Middle East JPMorgan Chase Bank
------- Ras-Beirut Branch New York
P.O. Box 11-1380
Xxxxx Xxxx
Ras-Beirut
LEBANON
LITHUANIA Vilniaus Bankas AB Vilniaus Bankas AB
--------- 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
XXXXXXXX HSBC Bank Malaysia Berhad X.X. Xxxxxx Chase Bank Berhad
-------- 0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
8 of 15
[GRAPHIC OMITTED]
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--------------------------------------------------------------------------------
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 X.X. Xxxxxx, S.A. Banco X.X. Xxxxxx, S.A.
------ Torre Optima Mexico, D.F
Xxxxx xx xxx Xxxxxx #000 Xxxx 00
Xxxxx xx Xxxxxxxxxxx
00000 Xxxxxx, X. F.
MEXICO
Banco Nacional de Mexico, S.A. Banco Nacional de Mexico, S.A.
Paseo de la Reforma 390 Xxxxxx, X.X
00000 Xxxxxx, D.F.
MEXICO
MOROCCO Banque Commerciale du Maroc S.A. Banque Commerciale du Maroc S.A.
------- 2 Boulevard Xxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
XXXXXXX Standard Bank Namibia Limited Standard Corporate & Merchant Bank
------- Mutual Platz Johannesburg
Cnr. Xxxxxxxx and Post Streets
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
XXXXXXXXXXX ABN AMRO Bank N.V. J.P. Xxxxxx XX
----------- Kemelstede 2 Frankfurt
X. X. Xxx 0000
0000 Xx Xxxxx
XXXXXXXXXXX
Fortis Bank (Nederland) N.V. J.P. Xxxxxx XX
55 Rokin Frankfurt
X.X. Xxx 000
0000 XX Xxxxxxxxx
XXXXXXXXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
9 of 15
[GRAPHIC OMITTED]
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--------------------------------------------------------------------------------
NEW ZEALAND National Nominees Limited National Bank of New Zealand
----------- Xxxxx 0 XXX Xxxxx Xxxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
*NIGERIA* Stanbic Merchant Bank Nigeria Limited Standard Bank of South Africa
--------- 000 Xxxxxxx Xxxx Xxxxxxxxxxxx
X.X. Xxx 00000
Xxxxxx, Xxxxx
Xxxxx
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
NORWAY Den norske Bank ASA Den norske Bank ASA
------ Xxxxxxxx 00 Xxxx
XX Xxx 0000 Xxxxxxx
X-0000 Xxxx
XXXXXX
OMAN HSBC Bank Middle East Oman Arab Bank
---- Bait Al Falaj Main Office Xxxxxx
Xxxx, Xxxxxx XX 000
XXXX
XXXXXXXX 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
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
10 of 15
[GRAPHIC OMITTED]
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--------------------------------------------------------------------------------
PERU Citibank, N.A. Banco de Credito del Peru
---- Camino Real 457 Lima
Torre Real - 0xx Xxxxx
Xxx Xxxxxx, Xxxx 00
XXXX
XXXXXXXXXXX The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
----------- Corporation Limited Corporation Limited
00/X Xxxxxxxxx Xxxxxx Xxxxxx
25 ADB Avenue
Ortigas Center
Pasig City, Manila
PHILIPPINES
POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.
------ xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx
XXXXXX
Bank Polska Kasa Opieki S.A. Bank Rozwoju Eksportu S.A.
00 Xxxxx xxxxxx Xxxxxx
00-000 Xxxxxx
XXXXXX
PORTUGAL Banco Espirito Santo, S.A. J.P. Xxxxxx XX
-------- 7th floor Frankfurt
Xxx Xxxxxxxx, 00
0000-000 Xxxxxx
XXXXXXXX
XXXXXXX ING Bank N.V. ING Bank N.V.
------- 00-00 Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx 0
XXXXXXX
*RUSSIA* X.X. Xxxxxx Bank International JPMorgan Chase Bank
-------- (Limited Liability Company) Xxx Xxxx
Xxxxxxxx 0/0, 0xx xxxxx X/X XXXxxxxx Chase Bank
Paveletskaya Square London (USD NOSTRO Account)
113054 Moscow
RUSSIA
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
11 of 15
[GRAPHIC OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
Credit Suisse First Boston AO JPMorgan Chase Bank
Nikitsky Pereulok, 5 New York
103009 Moscow A/C JPMorgan Chase Bank
RUSSIA London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
SINGAPORE Standard Chartered Bank Oversea-Chinese Banking Corporation
--------- 3/F, 0 Xxxxxxx Xxxx Xxxxxxxxx
000000
XXXXXXXXX
SLOVAK REPUBLIC Ceskoslovenska obchodni banka, a.s. Ceskoslovenska obchodni banka, a.s.
--------------- pobocka zahranicnej banky v SR Xxxxxxxxxx
Xxxxxxxxx 00
000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
XXXXXXXX Bank Austria Creditanstalt d.d. Ljubljana Bank Austria Creditanstalt d.d. Ljubljana
-------- Xxxxxxx 0 Xxxxxxxxx
XX-0000 Xxxxxxxxx
XXXXXXXX
XXXXX XXXXXX The Standard Bank of South Africa Limited Standard Corporate & Merchant Bank
------------ Standard Bank Centre Johannesburg
0xx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
SOUTH KOREA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
----------- Corporation Limited Corporation Limited
0/X XXXX Xxxxxxxx Xxxxx
#00, Xxxxxxx-xxxx 0-xx
Xxxxx
XXXXX XXXXX
Standard Chartered Bank Standard Chartered Bank
22/F, Seoul Finance Centre Building Seoul
00, Xxxxx-xxxx, Xxxxx-Xx
Xxxxx
XXXXX XXXXX
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
12 of 15
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--------------------------------------------------------------------------------
SPAIN X.X. Xxxxxx Bank, S.A. J.P. Xxxxxx XX
----- Xxxxx xx xx Xxxxxxxxxx, 00 Xxxxxxxxx
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 Banken Svenska Handelsbanken
------ Sergels Torg 0 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
XXXXXXXXXXX UBS AG UBS AG
----------- 45 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
TAIWAN JPMorgan Chase Bank JPMorgan Chase Bank
------ 14th Floor Taipei
0, Xxx Xxx X. Xxxx Xxx. 0
Xxxxxx
XXXXXX
The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
International Trade Building Taipei
16th Floor, Taipei World Trade Center
000 Xxxxxxx Xxxx, Xxxxxxx 0
Xxxxxx 000
XXXXXX
XXXXXXXX Standard Chartered Bank Standard Chartered Bank
-------- 14th Floor, Zone B Bangkok
Sathorn Nakorn Tower
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
THAILAND
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
13 of 15
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--------------------------------------------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, Banque Internationale Arabe de Tunisie, S.A.
------- X.X. Xxxxx
00-00 Xxxxxx Xxxxx Xxxxxxxxx
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
XXXXXX JPMorgan Chase Bank JPMorgan Chase Bank
------ Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
00000-Xxxxxxxxx/Xxxxxxxx
Xxxxxxxx
XXXXXX
*UKRAINE* ING Bank Ukraine ING Bank Ukraine
--------- 00 Xxxxxxxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxxx, 000000
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
U.A.E. HSBC Bank Middle East The National Bank of Abu Dhabi
------ X.X. Xxx 00 Xxx Xxxxx
Xxxxx
XXXXXX XXXX XXXXXXXX
U.K. JPMorgan Chase Bank National Westminster Bank
---- Xxxxxx Court London
Ground Floor
00 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
URUGUAY BankBoston, N.A. BankBoston, N.A.
------- Xxxxxx 1463 Montevideo
Montevideo
URUGUAY
U.S.A. JPMorgan Chase Bank JPMorgan Chase Bank
------ 0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx
XX 00000
U.S.A.
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
14 of 15
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--------------------------------------------------------------------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
--------- Carmelitas a Xxxxxxxxxx Caracas
Xxxxxxxx Xxxxxxxx
Xxxxxxx 0000
XXXXXXXXX
XXXXXXX 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 Ltd
------ Xxxxx Xxxxx, Xxxxx Xxxx Xxxxxx
Xxxxxx
XXXXXX
ZIMBABWE Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Ltd
-------- 0xx Xxxxx, 0 Xxxxxx Xxxxx Xxxxxx
Xxxxx Xxxx Avenue
Harare
ZIMBABWE
THE FEDERAL RESERVE BOARD REQUIRES THAT WE ADVISE YOU THAT, AS PER FEDERAL
RESERVE POLICY (SR 94-49(IB)), FOR U.S. CUSTOMERS WITH DEPOSIT ACCOUNTS HELD
WITH U.S. BANKS VIA FOREIGN BRANCHES, (I) SUCH DEPOSITS ARE NOT INSURED BY THE
FDIC, (II) IN A LIQUIDATION, FOREIGN BRANCH DEPOSITS HAVE LESSER PREFERENCE THAN
DOMESTIC DEPOSITS, AND (III) SUCH DEPOSITS ARE SUBJECT TO CROSS BORDER RISKS.
Correspondent banks are listed for information only.
15 of 15
SCHEDULE B
CUSTODY PRICING EXHIBIT
MONTHLY PRICING
---------------
PER ACCOUNT $25.00
BOOK ENTRY HOLDING $0.50
PTC PHYSICAL HOLDING $0.50
PHYSICAL HOLDING $1.00
EUROCLEAR/CEDEL 4 BP
INFOSTATION
BOOK ENTRY MANUAL:
PTC $8.00
FBE $8.00
DTC $8.00
REDEMPTIONS $8.00
DTC-ID $6.00
BOOK ENTRY MANUAL:
PTC $8.00
FBE $8.00
DTC $8.00
PHYSICAL:
REC/DEL MANUAL $17.00
REDEMPTIONS MMI $13.00
REDEMPTIONS NON-MMI $12.00
REC/DEL $16.00
INCOME COLLECTION:
PHYSICAL $4.00
BOOK ENTRY $3.00
PRINCIPLE/INTEREST:
BOOK ENTRY/PHYSICAL $8.00
OPTIONS $40.00
CALLED BONDS $35.00
CORPORATE ACTIONS $35.00
STOCK/DIVIDENDS SPLIT $35.00
CUSTODY PRICING EXHIBIT
COUNTRY CHARGES
SAFEKEEPING TRANSACTION
MARKET (BP'S) (USD)
------ ------ -----
XXXXXXXXX 00 000
XXXXXXXXX 6 35
AUSTRIA 10 50
XXXXXXXXXX 00 000
XXXXXXX 10 00
XXXXXXXX 00 000
XXXXXX 40 100
CANADA 6 35
CEDEL 4 0
XXXXX 00 000
XXXXX (XXXXXXXX) 40 100
CHINA (SHENZEN) 00 000
XXXXXXXX 00 000
XXXXX XXXXXXXX 00 000
XXXXXXX 10 00
XXXXXXX 00 000
XXXXX 50 150
FINLAND 10 50
FNBC (EURO CD'S) 4 0
FRANCE 8 35
GERMANY 6 35
XXXXX 00 000
XXXXXX 40 100
HONG KONG 10 00
XXXXXXX 00 000
XXXXX 40 100
INDONESIA 40 100
IRELAND 10 00
XXXXXX 00 000
XXXXX 8 35
JAPAN 5 35
XXXXXX 00 000
XXXXX 00 000
XXXXX 20 100
LUXEMBOURG 00 00
XXXXXXXX 00 00
MAURITIUS 50 150
CUSTODY PRICING EXHIBIT
COUNTRY CHARGES
SAFEKEEPING TRANSACTION
MARKET (BP'S) (USD)
------ ------ -----
MEXICO 20 50
MOROCCO 00 000
XXXXXXXXXXX 0 00
NEW ZEALAND 10 50
XXXXXX 00 00
XXXXXXXX 00 000
XXXX 00 000
XXXXXXXXXXX 00 000
POLAND 40 100
PORTUGAL 00 000
XXXXXX 000 1,000
XXXXXXXXX 00 00
XXXXXXXX 50 000
XXXXX XXXXXX 25 000
XXXXX 00 000
XXX XXXXX 40 100
SWEDEN 10 00
XXXXXXXXXXX 0 00
XXXXXX 00 000
XXXXXXXX 20 100
TURKEY 40 000
XXXXXX XXXXXXX 0 00
XXXXXX XXXXXX 0 0
URUGUAY 40 100
XXXXXXXXX 00 000
XXXXXX 00 000
XXXXXXXX 00 000
[OBJECT OMITTED]
JPMORGAN SCHEDULE 1-B
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
-----------------------------------------------------------------------------------------------------------------------------
ARGENTINA CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
-----------------------------------------------------------------------------------------------------------------------------
AUSTRALIA AUSTRACLEAR LIMITED Corporate Debt, Money Market, Semi-Government Debt
-----------------------------------------------------------------------------------------------------------------------------
AUSTRALIA CHESS Equity
(Clearing House Electronic Sub-register System)
-----------------------------------------------------------------------------------------------------------------------------
AUSTRALIA RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
-----------------------------------------------------------------------------------------------------------------------------
AUSTRIA OEKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
-----------------------------------------------------------------------------------------------------------------------------
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
-----------------------------------------------------------------------------------------------------------------------------
XXXXXXX XXX Corporate Debt, Government Debt
(National Bank of Belgium)
-----------------------------------------------------------------------------------------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
-----------------------------------------------------------------------------------------------------------------------------
BRAZIL CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
-----------------------------------------------------------------------------------------------------------------------------
BRAZIL SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
-----------------------------------------------------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
-----------------------------------------------------------------------------------------------------------------------------
BULGARIA CDAD Equity, Corporate Debt
(Central Depository A.D.)
-----------------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
-----------------------------------------------------------------------------------------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
-----------------------------------------------------------------------------------------------------------------------------
CHINA, CSDCC, SHANGHAI BRANCH Equity
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
1
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
SHANGHAI (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)
-----------------------------------------------------------------------------------------------------------------------------
COLOMBIA DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
-----------------------------------------------------------------------------------------------------------------------------
CROATIA SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
-----------------------------------------------------------------------------------------------------------------------------
CROATIA MOF Short-term debt issued by the Ministry of Finance.
(Ministry of Finance of the Republic of
Croatia)
-----------------------------------------------------------------------------------------------------------------------------
CROATIA CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
-----------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
-----------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC 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)
-----------------------------------------------------------------------------------------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
-----------------------------------------------------------------------------------------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
-----------------------------------------------------------------------------------------------------------------------------
FRANCE EUROCLEAR FRANCE Equity, Corporate Debt, Government Debt
-----------------------------------------------------------------------------------------------------------------------------
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
-----------------------------------------------------------------------------------------------------------------------------
GREECE CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
-----------------------------------------------------------------------------------------------------------------------------
GREECE BOG Government Debt
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
2
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
(Bank of Greece)
-----------------------------------------------------------------------------------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
-----------------------------------------------------------------------------------------------------------------------------
HONG KONG 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)
-----------------------------------------------------------------------------------------------------------------------------
INDIA CDSL Equity
(Central Depository Services (India) Limited)
-----------------------------------------------------------------------------------------------------------------------------
INDIA RBI Government Debt
(Reserve Bank of India)
-----------------------------------------------------------------------------------------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
-----------------------------------------------------------------------------------------------------------------------------
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)
-----------------------------------------------------------------------------------------------------------------------------
JAPAN BOJ Registered Government Debt
(Bank of Japan)
-----------------------------------------------------------------------------------------------------------------------------
KAZAHKSTAN CSD Equity
(Central Securities Depository CJSC)
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
3
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
-----------------------------------------------------------------------------------------------------------------------------
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.)
-----------------------------------------------------------------------------------------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
-----------------------------------------------------------------------------------------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking S.A.)
-----------------------------------------------------------------------------------------------------------------------------
MALAYSIA MCD Equity, Corporate Debt
(Malaysian Central Depository Sdn. Bhd.)
-----------------------------------------------------------------------------------------------------------------------------
MALAYSIA BNM Government Debt
(Bank Negara Malaysia)
-----------------------------------------------------------------------------------------------------------------------------
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 NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
-----------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
-----------------------------------------------------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
-----------------------------------------------------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
-----------------------------------------------------------------------------------------------------------------------------
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)
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
4
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
PAKISTAN SBP Government Debt
(State Bank of Pakistan)
-----------------------------------------------------------------------------------------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
-----------------------------------------------------------------------------------------------------------------------------
PHILIPPINES PCD Equity
(Philippine Central Depository, Inc.)
-----------------------------------------------------------------------------------------------------------------------------
PHILIPPINES XXXX Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
-----------------------------------------------------------------------------------------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
-----------------------------------------------------------------------------------------------------------------------------
POLAND CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
-----------------------------------------------------------------------------------------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao e
de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
-----------------------------------------------------------------------------------------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
-----------------------------------------------------------------------------------------------------------------------------
ROMANIA BSE Equity
(Bucharest Stock Exchange)
-----------------------------------------------------------------------------------------------------------------------------
RUSSIA VTB Equity, Corporate Debt, Government Debt (Ministry of
(Vneshtorgbank) Finance Bonds)
-----------------------------------------------------------------------------------------------------------------------------
RUSSIA NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
-----------------------------------------------------------------------------------------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
-----------------------------------------------------------------------------------------------------------------------------
SINGAPORE MAS Government Debt
(Monetary Authority of Singapore)
-----------------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR, a.s.)
-----------------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC NBS Government Debt
(National Bank of Slovakia)
-----------------------------------------------------------------------------------------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna xxxxxx x.x.)
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
5
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA CD Corporate Debt, Government Debt
(The Central Depository Limited)
-----------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
-----------------------------------------------------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
-----------------------------------------------------------------------------------------------------------------------------
SPAIN SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
-----------------------------------------------------------------------------------------------------------------------------
SPAIN BANK OF SPAIN Corporate Debt, Government Debt
-----------------------------------------------------------------------------------------------------------------------------
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 TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
-----------------------------------------------------------------------------------------------------------------------------
TRANSNATIONAL DCC Euro-CDs
(The Depository and Clearing Centre)
-----------------------------------------------------------------------------------------------------------------------------
TRANSNATIONAL CBL Internationally Traded Debt, Equity
(Clearstream Banking, S.A.)
-----------------------------------------------------------------------------------------------------------------------------
TRANSNATIONAL EUROCLEAR Internationally Traded Debt, Equity
-----------------------------------------------------------------------------------------------------------------------------
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.)
-----------------------------------------------------------------------------------------------------------------------------
UNITED ARAB DFM Equity, Corporate Debt, Government Debt
EMIRATES (Dubai Financial Market Clearing House)
-----------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
6
[OBJECT OMITTED]
JPMORGAN
--------------------------------------------------------------------------------
INVESTOR SERVICES NETWORK MANAGEMENT "AT A GLANCE" REPORT
SECURITIES DEPOSITORIES
-----------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-----------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
-----------------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(Depository Trust Company)
-----------------------------------------------------------------------------------------------------------------------------
UNITED STATES FED Government Debt, Mortgage Back Debt
(The Federal Reserve Book-Entry System)
-----------------------------------------------------------------------------------------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
-----------------------------------------------------------------------------------------------------------------------------
VENEZUELA CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
-----------------------------------------------------------------------------------------------------------------------------
VIETNAM SCC Equity, Corporate Debt, Government Debt
(Securities Custody Centre)
-----------------------------------------------------------------------------------------------------------------------------
ZAMBIA CSD Equity, Government Debt
(XxXX Central Shares Depository Limited)
-----------------------------------------------------------------------------------------------------------------------------
ZAMBIA BOZ Government Debt
(Bank of Zambia)
-----------------------------------------------------------------------------------------------------------------------------
This document is for information only and is designed to keep you abreast of
market conditions and procedures. This document is intended neither to influence
your investment decisions nor to amend or supplement any agreement governing
your relations with JPMorgan. JPMorgan has gathered the information from a
source it considers reliable, however, it cannot be responsible for
inaccuracies, incomplete information or updating of the information furnished
hereby.
JPMorgan Investor Services Network Management
7
SCHEDULE C
Portfolios of the Trust
-----------------------
AXA Premier VIP Large Cap Growth Portfolio
AXA Premier VIP Large Cap Core Equity Portfolio
AXA Premier VIP Large Cap Value Portfolio
AXA Premier VIP Small/Mid Cap Growth Portfolio
AXA Premier VIP Small/Mid Cap Value Portfolio
AXA Premier VIP International Equity Portfolio
AXA Premier VIP Technology Portfolio
AXA Premier VIP Health Care Portfolio
AXA Premier VIP Core Bond Portfolio
