Exhibit 23(g)
FORM OF AMENDED AND RESTATED CUSTODY AGREEMENT
This Amended and Restated Custody Agreement (this "Agreement") is made as of the
27th day of January, 2000 between
(A) DEUTSCHE BANK AG, a company incorporated in the Federal Republic of
Germany, having its Asia Pacific Head Office at No. 0 Xxxxxxx Xxx, #00-00,
Xxxxxxx Xxxxx, Xxxxxxxxx 000000, and acting through its branch(es) as
stated in Schedule I of this Agreement (each relevant branch shall be
known as "Branch");
(B) The subsidiary(ies) of Deutsche Bank AG as stated in Schedule I of this
Agreement (the "Subsidiary") (the relevant Branch or Subsidiary shall
hereinafter be referred to as the "Bank"); and
(C) VENUS SERIES TRUST, a Delaware business trust, having its principal office
at 00 Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, XX 00000 (the "Client").
R E C I T A L S
WHEREAS, the parties hereto entered into a Custody Agreement dated as of
January 27, 2000 (the "Original Agreement"); and
WHEREAS, the parties hereto desire to amend and restate the Original
Agreement as set forth herein;
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties to this Agreement hereby agree as follows:
1. Definitions and Interpretation
1.1 "Authorised Person(s)" means any party (including a person or a corporate)
which has been authorised in a manner acceptable to the Bank to act on the
Client's behalf in the performance of any acts, discretions or duties
under this Agreement;
"Cash" means any cash held from time to time by the Bank under the terms
of this Agreement;
"Deutsche Bank Group" means Deutsche Bank AG and its branches, offices and
majority-owned subsidiaries;
"Securities" include bonds, notes, shares, units of mutual funds,
certificates of deposit, futures, foreign exchange contracts, or other
securities and instruments, and rights or property which may at any time
accrue or be offered (whether by way of bonus,
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redemption, dividends, conversion, option or otherwise) in respect of any
of the foregoing, and any certificates, options, receipts, warrants or
other instruments (whether in registered or unregistered form)
representing rights to receive, purchase or subscribe for any of the
foregoing or evidencing or representing any other rights or interests
therein (including, without limitation, any of the foregoing constituted,
evidenced or represented by an entry in the records of the issuer or a
depository) which may from time to time be held by the Bank under the
terms of this Agreement.
1.2 The expression "Agreement" shall include any schedule or annex applicable
thereto.
1.3 This Agreement is entered into on a multi-branch/subsidiary basis for
administrative convenience (so as to avert the necessity of having
separate agreement for each Branch/Subsidiary). Accordingly, any reference
to "Bank" shall refer to the particular Branch/Subsidiary that is holding
the relevant Security/Cash and maintaining the relevant account(s) in
question, as if that Branch/Subsidiary has entered into a separate
agreement with the Client.
2. Appointment of Custodian
The Client authorises the Bank to establish on the terms of this Agreement
and in each location stated in Schedule I, a custody account or accounts
including sub-accounts for the Client's customers (the "Custody Account")
in the name of the Client, for the deposit of any Securities from time to
time received by the Bank for the account of the Client, and a cash
account or accounts including any sub-accounts for the Client's customers
(the "Cash Account") in the name of the Client for the deposit of Cash in
any currency from time to time received by the Bank for the account of the
Client, whether by way of deposit or arising out of or in connection with
any Securities.
3. Representations and Warranties
Each party hereby represents and warrants to the other that:-
(i) during the currency of this Agreement it (and, if applicable, any
person on whose behalf it may act as agent or otherwise in a
representative capacity) has and will continue to have full capacity
and authority to enter into this Agreement and to carry out the
transactions contemplated herein, and has taken and will continue to
take all action (including, without limitation, the obtaining of all
necessary corporate approvals and governmental consents in any
applicable jurisdiction) to authorise the execution, delivery and
performance of this Agreement; and
(ii) the terms of this Agreement do not constitute a breach of any
obligations by which it is bound whether arising by its
constitutional documents, any contract or operation of law.
The Client agrees to deliver such documents, perform such further acts and
execute such further documents as the Bank may reasonably require in
relation to this Agreement.
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4. Transactions Not Requiring Instructions
In the absence of contrary instructions and so long as the Bank is
prepared to provide the services, the Bank is authorised by the Client to
carry out the following transactions at the Client's expense and the
Bank's discretion relating to the Securities and/or Cash without requiring
further instructions from the Client:-
(i) to complete and sign any affidavits, certificates of ownership or
other certificates, and to disclose relevant information, relating
to the Securities and/or Cash in connection with the Bank's duties
under this Agreement which may be required by the tax or any other
regulatory authority in any relevant jurisdiction, whether
governmental or otherwise, and whether relating to ownership, income
tax or capital gains, or any other tax, duty or levy (and the Client
further agrees to ratify and to confirm or to do, or to procure the
doing of, such things as may be necessary to complete or evidence
the Bank's actions under this sub-clause (i) or otherwise under the
terms of this Agreement);
(ii) (a) to collect and receive, for the account of the Client, all
income and other payments and distributions in respect of the
Securities and/or Cash, and credit the same to the relevant
account;
(b) to take any action necessary and proper in connection with the
receipt of income and other payments and distributions as are
referred to in sub-clause (ii)(a) above, including (without
limitation) the presentation of coupons and other interest
items;
(iii) (a) to receive and hold for the account of the Client any
capital arising out of or in connection with the Securities
and/or Cash whether as a result of its being called or
redeemed or otherwise becoming payable (other than at the
option of the holder thereof) and credit the same to the
relevant account;
(b) to take any action necessary and proper in connection with the
receipt of any capital as is referred to in sub-clause
(iii)(a) above, including (without limitation) the
presentation for payment of any Securities which become
payable as a result of their being called or redeemed or
otherwise becoming payable (other than at the option of the
holder thereof) and the endorsement for collection of cheques,
drafts and other negotiable instruments;
(iv) to receive and hold for the account of the Client all Securities
received by the Bank as a result of a stock dividend, share
sub-division or reorganisation, capitalisation of reserves or
otherwise;
(v) to exchange interim or temporary receipts for definitive
certificates, and old or overstamped certificates for new
certificates;
(vi) to make cash disbursements or payments for any fees, taxes, duties,
levies, expenses and/or any payments incurred in handling or in
connection with the Bank's duties under this Agreement (including
advisers', depositories' and other
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third parties' fees), and debit the same to the Cash Account or any
other account of the Client with the Bank and for this purpose to do
any necessary currency conversion at such rate to be determined by
the Bank;
(vii) to deliver to the Client transaction advices and/or regular
statements of account showing the Securities and/or Cash held at
such intervals as determined by the Bank; and
(viii) to do all such acts as the Bank may consider to be necessary or
desirable in order to perform its duties under this Agreement
(including without limitation to do any currency conversion at such
rate as may be determined by the Bank where any payment is received
or to be made in a different currency).
5. Transactions Requiring Instructions
Without prejudice to the authority given to the Bank above, the Bank is
authorised to carry out any transactions whatsoever relating to the
Securities and/or Cash upon receipt of specific instructions, including,
without limitation, instructions to deliver or otherwise deal with the
Securities (for example pursuant to any sale, surrender or conversion), or
to make payment for and/or receive Securities purchased by the Client.
6. Notice of Rights Issues, General Meetings and Other Matters
The Bank will make reasonable efforts to inform the Client of notices that
it has actually received in respect of any bonus issues, rights issues,
payment calls, takeover bids or general meetings of the issuers/companies
in relation to the Securities, and the Client shall give the Bank
instructions on a timely basis so that the Bank will have sufficient time
to comply with the same. If the Bank does not receive any timely
instructions from the Client, the Bank is authorised at its discretion to
take or omit to take any action (including to sell any rights entitlements
or allow the same to lapse) without any liability as it may deem advisable
or expedient to be in the interest of the Client.
7. Segregation, Identification and Registration
7.1 To the extent possible, Securities which are deposited in a depository may
be maintained with the depository in an account for the Bank's customers
and the Bank warrants that it will not mingle its own assets with such
Securities held for the Client.
7.2 Where Securities are physically held by the Bank, such Securities shall be
physically segregated from the securities of the Bank or of the other
clients of the Bank.
7.3 Provided always that the Securities and/or Cash whether held by the Bank
or a depository shall be clearly identified in the Bank's records as being
held for the Client.
7.4 The Securities shall be registered as per the Client's instructions.
7.5 The Bank's records relating to the Securities and Cash and the Bank's
premises where the Securities are kept shall be open to inspection/audit
at reasonable times (subject to prior notice) by the auditors and
representatives of the Client, provided that such inspection/audit is not
in violation of any applicable laws. Whenever reasonably required
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by the Client, the Bank shall furnish general audit reports on the Bank's
operational and security control.
8. Cash Account Payments
The Bank shall be entitled to utilize the funds in the Cash Account to
effect all payments required or authorized under this Agreement.
9. Overdrawn Amounts
The Bank may at its discretion (without being obliged to do so) extend
credit, banking facility or financial accommodation or advance monies to
the Client for the purpose of meeting any payment or carrying out any
instruction or for any purpose in connection with this Agreement
(including facility for settlement of purchase or for advance of
sale/redemption proceeds or coupon payment), in which event any
liabilities owing pursuant thereto (i) shall be repayable by the Client on
the Bank's demand (unless otherwise expressly agreed to by the Bank in
writing) and (ii) shall bear interest and other charges at such rate(s) as
the Bank may determine in accordance with its internal procedures.
10. Custody Account and Cash Account Procedures
With respect to any transaction involving the Securities and/or Cash, the
Bank will cause the Cash Account and/or the Custody Account to be credited
or debited in accordance with normal market practice.
11. Withdrawal and Delivery
The Client may at any time subject to the other terms of this Agreement,
demand withdrawal of all or any part of the Securities in the Custody
Account and/or Cash in the Cash Account. Payments of Cash shall be made at
the expense of the Client by banker's draft, telegraphic transfer, cheque
or otherwise as may be agreed between the Client and the Bank. Delivery of
Securities will be made at the expense of the Client in such manner and at
such location as the parties hereto may agree. Where necessary the Bank
will on withdrawal transfer any Securities into the name of the Client or
as the Client may direct at the expense of the Client.
12. Appointment of Agents, Clearance Systems and others
The Client agrees and understands that:-
(i) the Bank is authorised to appoint at Client's expense any party
(including clearance systems, depositories and any member of the
Deutsche Bank Group), whether in its own name or that of the Client,
to perform and/or to assist/advise the Bank in performing any of the
duties of the Bank under this Agreement and may delegate to any such
party so appointed any of its functions under this Agreement,
provided that the Bank shall use reasonable care to ensure that it
appoints only reputedly competent party. The Bank shall not be
responsible for any such party save for the negligence or wilful
misconduct of the following:
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(a) a subcustodian which is a member of the Deutsche Bank Group;
(b) a service contractor which performs secretarial or
administrative services for the Bank at the Bank's premises.
(ii) Securities deposited with a sub-custodian, depository or clearing
agency shall be held subject to the rules and operating procedures
of such party and any applicable laws and regulations whether of a
governmental authority or otherwise;
(iii) The Client understands that the Bank may not be able to exercise
discretion in the selection or monitoring of a depository/clearing
system, or in the negotiation of contractual provisions with the
same.
13. Deutsche Bank Group Involvement
13.1 The Client hereby authorises the Bank, when acting on instructions from
the Client, (i) to deal with securities and/or cash from and to the Bank
or any other member of the Deutsche Bank Group and through any member of
the Deutsche Bank Group, and from and to any other client of the Bank, and
(ii) to earn and retain any commission, fee or profit in relation thereto.
Provided that any dealing shall be on terms which are not less favourable
to the Client than would be reasonably obtainable at the same time by the
Bank in comparable arms-length dealings with other similar non-Deutsche
Bank Group entities.
13.2 The Client agrees and understands that the Bank may have banking
relationships with or interests in companies whose Securities are held in
the Custody Account or which are purchased or sold for the Custody
Account.
14. Scope of Responsibility
The Client agrees and understands that:-
(i) The Bank shall exercise reasonable care in the performance of its
duties as are set forth or contemplated herein or contained in
instructions given to the Bank which are not contrary to this
Agreement, and shall maintain adequate insurance and agrees to
indemnify and hold the Client harmless from and against any loss,
damage, cost, expense, liability or claim arising out of or in
connection with the Bank's performance of its obligations hereunder.
(ii) The Bank agrees that (A) the Cash and Securities are not subject to
any right, charge, security Interest, lien or claim of any kind in
favor of the Bank or any of its agents or its creditors except a
claim of payment for their safe custody and administration and (B)
the beneficial ownership of the Cash and Securities shall be freely
transferable without the payment of money or other value other than
for safe custody or administration.
(iii) upon receipt of each and every transaction advice and/or statement
of account supplied to it by the Bank, the Client shall examine the
same and notify the Bank within fourteen days of the date of receipt
of any such advice or statement of any
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error therein. In the absence of any notification by the Client
within the fourteen days period, the transactions/entries indicated
by the advice or statement shall be conclusively settled against the
Client to be correct;
(iv) the Bank's sole responsibility with regard to the sale proceeds of
the Securities is to receive payment whether by way of cheque, bank
draft or any other form, of such proceeds from the purchaser (or its
agent), broker or any other party provided that the Bank shall not
be liable to the Client in any way if such payment to the Bank is
not honoured by the banker upon whom that payment is drawn or
otherwise is not good, timely or valid payment. The Bank may make
delivery of the Securities either contemporaneously with or before
the receipt of such payment or purported payment in accordance with
local settlement procedures;
(v) all collections of the Securities and/or Cash and of any funds or
other property paid or distributed in respect of the Securities
and/or Cash are made at the risk of the Client and the Bank is
entitled to make payment prior to delivery of Securities in
accordance with local settlement procedures and shall not be
responsible for the seller's (or its agent's), broker's or any other
party's failure to make good, valid or timely delivery of any
Securities and/or Cash nor for the genuineness, validity or title of
any documents received in relation to the Securities and/or Cash;
(vi) the Client shall be responsible for all filings, tax returns and
reports on any transactions undertaken pursuant to this Agreement
which must be made to any relevant authority whether governmental or
otherwise and for the payment of all unpaid calls, taxes, imposts,
levies or duties due on any principal or interest, or any other
liability or payment arising out of or in connection with the
Securities and/or Cash, and in so far as the Bank is under any legal
obligation to pay the same on behalf of the Client it may (but
without liability if it failed to do so) do so out of the Securities
and/or Cash;
(vii) the Bank is not acting under this Agreement as investment manager or
investment adviser to the Client and responsibility for the
selection, acquisition and disposal of the Securities and/or Cash
shall remain with the Client at all times;
(viii) the Bank shall not be bound to return identical securities lodged.
The Client shall accept securities of the same class and type in
place of the securities deposited;
(ix) the Bank shall not be liable for any negligence, default, failure or
delay of any securities registration body or securities registrar
(or similar party) and any losses arising therefrom (including
non-receipt of bonus, dividends and any rights);
(x) the Bank may in its sole discretion assist the Client in any tax
matters, including any application for reduce rate or refund of tax.
The Bank gives no assurance that such assistance will result in
relief at source, refund of tax or other intended consequences, and
may in its sole discretion without liability withdraw such
assistance at any time (notwithstanding any pending application);
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(xi) the Bank is entitled at its discretion to reverse incorrect credit
entries to any accounts (including where an entry was made in
anticipation of receipt of funds/assets which receipt was however
not fulfilled);
(xii) the Bank shall not have any duty to monitor the compliance by the
Client or its customers/agents with any guideline or restriction
imposed by the Client's constitutional documents or by any other
document, law or regulation (including compliance with any
notification requirement relating to the Client's or its
customers'/agents' beneficial ownership of securities);
(xiii) the Bank may rely in good faith on the advice of legal counsel or
other advisers;
(xiv) the Bank shall not have any liability in connection with its
reliance in good faith on records that were maintained for the
Client by another party prior to the Bank's appointment hereunder;
(xv) where the Bank is providing market values of securities (via
electronic on-lie service or otherwise), the Bank may obtain
information on such values from outside sources which the Bank
considers to be reliable and the Bank makes no warranty as to the
reliability, accuracy or completeness of such information;
(xvi) the laws and practices in different jurisdiction relating to
custody, securities or settlement will vary, and neither the Bank
nor any sub-custodian will assume any risk arising out of such laws
and practices.
15. Instructions
The Client agrees that:-
(i) the Bank is authorised to act on any instructions given or
purportedly given by the Client or Authorised Person(s) by any of
the following methods:
a) in writing;
b) by telegram, telex, facsimile, S.W.I.F.T. or other electronic
or teleprocess instruction system (including email and db
Custody) acceptable to the Bank (whether tested or untested);
c) orally (including via telephone) provided the Bank may in its
absolute discretion and without liability act upon any oral
instructions without further confirmation, or refrain from
acting upon any oral instructions until it has received
confirmation thereof by any of the methods listed under Clause
15(i)(a), (b) or (d);
d) any other methods agreed between the Client and the Bank.
(ii) the Bank may rely in the performance of its duties under this
Agreement and without liability on its part, upon any instructions
believed by it in good faith to be given by the Client or Authorised
Person(s) or any document which it believes to be genuine, and
provided the Bank is not guilty of negligence or wilful
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misconduct the Bank shall have no responsibility for any losses or
liabilities whatsoever should such instructions (or the signature
thereon) or such document turn out to be unauthorised, erroneous or
fraudulent;
(iii) instructions shall continue in full force and effect until cancelled
or superseded;
(iv) if any instructions are in the Bank's opinion conflicting and/or
ambiguous, the Bank shall inform the Client and may without any
liability on its part refuse to execute such instructions until such
conflict or ambiguity has been resolved to its satisfaction;
(v) instructions, and handling of the Securities or Cash, shall be
carried out subject to the rules, laws, operating procedures and
market practice of any relevant stock exchange, clearing house,
sub-custodian, depository, settlement system, market or jurisdiction
where or through which they are to be executed, and the Bank is
entitled to execute any instructions in accordance with its normal
market practice and operational procedures and insofar as it may
consider practicable and reasonable. The Bank may further refuse to
execute any instruction or accept any deposit if in the Bank's
opinion it is contrary to any applicable law, rule or other
regulatory requirement (including those arising from any
governmental authority, self-regulatory organisation, stock
exchange, clearing house, depository, settlement system or market)
or the assets for deposit are not in good order;
(vi) the Bank may, without any liability on its part, refuse to execute
any instruction if in its opinion (a) there are reasonable grounds
for believing that liabilities arising from the execution of such
instruction may not be adequately covered by the Cash and/or
Securities, (b) personal liabilities may be incurred by it pursuant
to such instruction, (c) satisfactory arrangement for the settlement
of any outstanding hereunder has not been made or (d) the
instruction may be unauthorised or fraudulent;
(vii) the Bank shall be under no duty to assess the prudence or otherwise
of any instructions or to give advice in relation thereto, and may
act on the instructions irrespective of their prudence or otherwise.
16. Indemnity
[Intentionally Omitted]
17. Lien
Each Branch/Subsidiary shall have a lien or security right on the Cash or
Securities in relation to custody or administrative fees, charges and
expenses, and any credit facility or accommodation granted to the Client
by Deutsche Bank AG or any subsidiary, and the Branch/Subsidiary shall be
entitled to convert and set-off any Cash and/or sell or otherwise dispose
any Securities in settlement of the same.
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18. Fees and Expenses
Without prejudice to any of its liabilities and obligations under this
Agreement the Client agrees to pay to the Bank from time to time (without
any deduction) such fees/commission for its services pursuant to this
Agreement as may be agreed in writing between the Bank and the Client and
the Bank's expenses, disbursements and costs incurred under this
Agreement, and agrees to hold the Bank harmless from any liability, loss
or withholding resulting from any taxes or other governmental charges, and
any expenses related thereto, which may be imposed or assessed in
connection with or arising out of any payment, the Custody Account and/or
the Cash Account. If any applicable law requires a deduction to be made to
any payment, the Client shall pay such further sum to the Bank so that the
Bank would ultimately receive an amount equal to that it would have
received had no such deduction been made. The Client further agrees that
the Bank may charge the Client interest at the Bank's applicable rate from
time to time on any sums owed under this Agreement but not paid by the
Client on the due date of payment.
19. Termination
Either of the parties hereto may terminate this Agreement on giving not
less than 30 days written notice to the other party (or one day notice
where the recipient party has committed a material breach of any provision
of this Agreement). Upon the expiry of such notice the Bank shall account
to the Client in accordance with the terms of this Agreement. The
operation of Article 1266 of the Indonesian Civil Code is waived so that a
judicial termination of this Agreement is not required.
Clauses 3, 7, 9, 10, 11, 12, 13, 14, 15, 17, 18, 22, 27 and 31 shall
survive termination of this Agreement.
Where the Client failed to give timely transfer instruction, the Bank
shall hold any non-transferred assets at the Client's risk.
20. Assignment
Neither party may assign, transfer or charge all or any of its rights,
benefits and obligations hereunder, but this Agreement shall enure to the
benefit of the successor of any of the parties hereunder. The Bank may
assign or transfer any of its rights, benefits and obligations hereunder
to any Deutsche Bank Group member.
21. Rule 17f-5 ----------
Each Branch/Subsidiary as listed in Schedule I represents that it is an
eligible foreign custodian as per Rule 17f-5 of the Investment Company Act
of 1940. The Bank shall notify the Client if the aforesaid representation
ceases to be true, and in which event, the Client may terminate this
Agreement vis-a-vis the relevant Branch/Subsidiary with immediate written
notice.
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22. Disclosure
The Client hereby authorises the Bank to disclose information regarding
the Custody Account and/or the Cash Account if required or permitted to do
so by:-
(i) any applicable law, statute or other regulation of or by any court
order or similar process enforceable in any relevant jurisdiction;
(ii) any regulatory body, self-regulatory organisation or depository
(whether of a governmental nature or otherwise) in any relevant
jurisdiction;
(iii) any department or agency of government in any relevant jurisdiction;
(iv) the issuers of the Securities or the securities registrars; or
(v) any offices, branches or subsidiaries of Deutsche Bank AG or any
authorised agent for the purpose of or in connection with the
services to be provided by the Bank under this Agreement.
23. Severability
If any provision hereunder becomes invalid, illegal or unenforceable under
any law, the validity, legality and enforceability of the remaining
provisions and this Agreement shall not be affected or impaired.
24. Adverse Claims
Where the Bank is notified of any adverse claim or dispute in relation to
any Securities and/or Cash, the Bank shall inform the Client of the same
and shall be entitled to take whatever action reasonably deemed necessary
by it in relation to such Securities and/or Cash.
25. Notices
Except as otherwise provided in this Agreement, any notice, demand, letter
or communication may be sent by the Bank to the Client by telex, post,
facsimile, S.W.I.F.T. or hand, and shall be deemed to have been received
by the Client on the date it was sent (if by hand, telex, S.W.I.F.T. or
facsimile) or two days after it was posted (if local) or five days after
it was posted (if overseas).
Any notice, demand, letter or communication to the Bank shall be sent to
the Branch/Subsidiary to which the same relates and shall be effective
only when received by the relevant Branch/Subsidiary.
Any notice, demand, letter or communication may be sent by one party to
the other at the address and numbers set out in Schedule II or such
address and numbers as one party may inform the other in writing.
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26. Amendment
The Bank may at any time by notice in writing to the Client add to, delete
or amend any terms of this Agreement such addition, deletion or amendment
to take effect on acceptance thereof by the Client.
27. Own Account
27.1 The Client agrees to inform the Bank on the execution by it of this
Agreement and from time to time whether it is acting on its own account or
for the account of any third party (including the reasonable details of
such third party).
27.2 The Client understands that local regulatory authorities may require the
Bank to furnish information concerning the ultimate beneficiaries of any
account. Upon the Bank forwarding any such regulatory authority's
requirement to the Client, the Client undertakes to promptly furnish such
information directly to the relevant regulatory authority in accordance
with the local laws.
28. Further Terms and Conditions
The terms and conditions listed in the Annex(es) hereto and any Annex
accepted by both parties from time to time shall be deemed to be
incorporated into and form an integral part of this Agreement. Where there
is any inconsistency between the terms of this Agreement and the
Annex(es), the terms of the Annex(es) shall prevail.
29. Power of Attorney
Where necessary, the Client shall execute such power of attorney in favour
of the Bank, in the form as required by the Bank and the Bank shall not be
obliged to proceed with any instructions until it has received the duly
executed and notarized (if necessary) power of attorney.
30. Inconsistency
Where any inconsistency exists between any provision of this Agreement and
the Bank's General Business Conditions, the provision of this Agreement
shall prevail.
31. Restriction on Advertisement etc
The Client shall not use or suffer/permit to be used the name, logo or any
particulars of the Bank in any advertisement, document/brochure (save
those which are solely for the Client's internal use), name card or other
similar instrument (in whatever form), except with the prior written
consent of the Bank.
32. Waiver of Sovereign Immunity
Each party agrees that this Agreement involves only civil activities and
represents a commercial transaction, and hereby expressly waives the
defense of sovereign immunity (or any similar defense in the relevant
jurisdiction) (including any defense based on the
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fact or allegation that it is an agency or instrumentality of a sovereign
state) to which it may be entitled.
33 Governing Law/Place of Jurisdiction
As between the Client and a Branch/Subsidiary, this Agreement shall be
governed by and construed in accordance with the laws of the country or
state in which such Branch/Subsidiary is located and performs its
obligations hereunder, and the Client and such Branch/Subsidiary
irrevocably submit to the non-exclusive jurisdiction of the courts of such
country or state.
34. European Monetary Union ("EMU")
The Client understands that the EMU would result in appropriate
conversion(s) in the currency(ies) in which the Securities are
denominated. Any payment in euro at the official conversion rate will be
acceptable as an alternative to payment in a relevant national currency.
The Client agrees that this Agreement will continue to be in full force
and effect in accordance with the laws and regulations implementing the
EMU. The Client will not hold the Bank liable for any risk or loss
associated with the introduction of the euro.
35. Existing Accounts
Where the Client has any existing account, the Bank shall be entitled at
its discretion to treat this account as being governed by this Agreement
or any provision hereof unless the Bank has received written instruction
otherwise from the Client.
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IN WITNESS the hands of the parties hereto the day and year first above written.
Signed for and on behalf of VENUS SERIES TRUST
______________________________
Name: Xxxxx Xxxxxxxx
Title: President
DEUTSCHE BANK
By: __________________________
Name:
Title:
