GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
TABLE OF CONTENTS
1. | INTENTION OF THE PARTIES; DEFINITIONS | 1 | ||||||
1.1 | Intention of the Parties | 1 | ||||||
1.2 | Definitions | 1 | ||||||
2. | WHAT BANK IS REQUIRED TO DO | 4 | ||||||
2.1 | Set Up Accounts | 4 | ||||||
2.2 | Cash Account | 5 | ||||||
2.3 | Segregation of Assets; Nominee Name | 5 | ||||||
2.4 | Settlement of Trades | 6 | ||||||
2.5 | Contractual Settlement Date Accounting | 6 | ||||||
2.6 | Actual Settlement Date Accounting | 7 | ||||||
2.7 | Income Collection (Autocredit®) | 7 | ||||||
2.8 | Certain Ministerial Acts | 7 | ||||||
2.9 | Corporate Actions | 8 | ||||||
2.10 | Class Action Litigation | 8 | ||||||
2.11 | Proxies | 9 | ||||||
2.12 | Statements and Information Available On-Line and other Reports | 10 | ||||||
2.13 | Access to Bank’s Records | 11 | ||||||
2.14 | Maintenance of Financial Assets at Subcustodian Locations | 11 | ||||||
2.15 | Tax Relief Services | 12 | ||||||
2.16 | Fund Accounting Services | 12 | ||||||
2.17 | Global Derivatives Services | 12 | ||||||
2.18 | Money Market Holdings Reports | 12 | ||||||
2.19 | Restricted Markets | 12 | ||||||
2.20 | Compliance with SEC rule 17f-5 | 12 | ||||||
2.21 | Compliance with SEC rule 17f-7 | 14 | ||||||
2.22 | Notifications | 15 | ||||||
3. | INSTRUCTIONS | 15 | ||||||
3.1 | Acting on Instructions; Unclear Instructions | 15 | ||||||
3.2 | Verification and Security Procedures | 15 | ||||||
3.3 | Instructions; Contrary to Law/Market Practice | 16 | ||||||
3.4 | Cut-off Times | 16 |
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3.5 | Electronic Access | 16 | ||||||
4. | FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK | 16 | ||||||
4.1 | Fees and Expenses | 16 | ||||||
4.2 | Overdrafts | 16 | ||||||
4.3 | Bank’s Right Over Securities; Set-off | 17 | ||||||
5. | SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS | 19 | ||||||
5.1 | Appointment of Subcustodians; Use of Securities Depositories | 19 | ||||||
5.2 | Liability for Subcustodians | 20 | ||||||
5.3 | Use of Agents | 21 | ||||||
6. | ADDITIONAL PROVISIONS RELATING TO CUSTOMER | 21 | ||||||
6.1 | Representations of Customer and Bank | 21 | ||||||
6.2 | Customer to Provide Certain Information to Bank | 22 | ||||||
6.3 | Customer is Liable to Bank Even if it is Acting for Another Person | 22 | ||||||
7. | WHEN BANK IS LIABLE TO CUSTOMER | 22 | ||||||
7.1 | Standard of Care; Liability | 22 | ||||||
7.2 | Force Majeure | 24 | ||||||
7.3 | Bank May Consult With Counsel | 24 | ||||||
7.4 | Bank Provides Diverse Financial Services and May Generate Profits as a Result | 24 | ||||||
8. | TAXATION | 25 | ||||||
8.1 | Tax Obligations | 25 | ||||||
8.2 | Tax Relief Services | 25 | ||||||
9. | TERMINATION | 26 | ||||||
10. | MISCELLANEOUS | 26 | ||||||
10.1 | Notices | 26 | ||||||
10.2 | Successors and Assigns | 27 | ||||||
10.3 | Interpretation | 27 | ||||||
10.4 | Entire Agreement | 27 | ||||||
10.5 | Information Concerning Deposits at Bank’s London Branch | 27 | ||||||
10.6 | Insurance | 28 | ||||||
10.7 | Governing Law and Jurisdiction | 28 | ||||||
10.8 | Severability; Waiver; and Survival | 28 | ||||||
10.9 | Counterparts | 29 | ||||||
10.10 | Security Holding Disclosure | 29 | ||||||
10.11 | USA Patriot Act Disclosure | 29 |
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10.12 | Confidentiality | 29 | ||||
10.13 | No Third Party Beneficiaries | 30 | ||||
SCHEDULE A | 32 | |||||
SCHEDULE B | 36 | |||||
SCHEDULE C | 37 | |||||
SCHEDULE D | 39 | |||||
SCHEDULE E | 43 | |||||
SCHEDULE F | 44 | |||||
SCHEDULE G | 53 | |||||
SCHEDULE H | 56 | |||||
APPENDIX 1 | ||||||
APPENDIX 2 | ||||||
APPENDIX 3 |
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GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
This Amended and Restated Agreement dated as of September 1, 2010 is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at Xxx Xxxxx Xxxxxxxxx Xxxxx,, Xxx Xxxx, Xxx Xxxx 00000; and each of the Trusts listed on Schedule A hereto, each of which is acting on behalf of each of the portfolios listed under its name on Schedule A (each, a “Fund”), with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. For purposes of this Agreement, each individual Fund is a separate “Customer.”
WHEREAS, Bank and each Customer entered into a Global Custody and Fund Accounting Agreement, with the various effective dates set forth therein (the “Original Agreements”);
WHEREAS, Bank and each Customer have entered into various amendments and addenda to the Original Agreements (collectively the “Amendments”);
WHEREAS, Bank and Customer now wish to consolidate the Original Agreements and the Amendments by entering into this Agreement; and
NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Original Agreements as follows:
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 | Intention of the Parties. |
(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank will be responsible for the performance of only those Securities custody duties that are set forth in this Agreement. Customer acknowledges that Bank is not providing any legal, tax or investment advice in connection with the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special considerations. Bank will not be liable for any loss that results from the general risks of investing or Country Risk.
1.2 | Definitions. |
(a) As used herein, the following terms have the meaning hereinafter stated.
“Account” has the meaning set forth in Section 2.1 of this Agreement.
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“Affiliate” means an entity controlling, controlled by, or under common control with, Bank.
“Affiliated Subcustodian” means a Subcustodian that is an Affiliate.
“Applicable Laws” means the applicable laws in force in the United States, including the Investment Company Act of 1940 (“1940 Act”); the Investment Advisers Act of 1940, as amended; the Securities Act of 1933, as amended (“1933 Act”) and the Securities Exchange Act of 1934, as amended, (“1934 Act”) as well as any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.
“Authorized Person” means any person who has been designated by written notice from Customer (or by any agent designated by Customer, including, without limitation, an investment manager) to act on behalf of Customer hereunder. Such persons will continue to be Authorized Persons until such time as Bank receives Instructions from Customer (or its agent) that any such person is no longer an Authorized Person.
“Bank Indemnitees” means Bank, its Subcustodians, and their respective nominees, directors, officers, employees and agents.
“Bank’s London Branch” means the London branch office of JPMorgan Chase Bank, N. A.
“Business Day” means a day on which the Bank is generally open for business.
“Cash Account” has the meaning set forth in Section 2.1(a)(ii).
“Confidential Information” means and includes all non public information concerning the Customer or the Accounts which Bank receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than Bank’s breach of the terms of this Agreement or information that Bank obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidentiality to any person with respect to that information.
“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that require discretionary action by the holder, but does not include proxy solicitations.
“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in
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market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
“Financial Asset” means a Security and refers, as the context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” does not include cash.
“Instructions” means any instructions that have been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank believes in good faith to have been given by an Authorized Person.
“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).
“Overdraft” means any Liabilities that result in the Transfer Accounts being overdrawn.
“Portfolio Swap” means an equity swap contracted under the ISDA framework incorporating the definitions contained in the 2000 ISDA Definitions and the 2002 ISDA Equity Derivative Definitions.
“Securities” means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. “Securities” also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
“Securities Account” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.
“Securities Depository” has the meaning set forth in Section 5.1 of this Agreement.
“Securities Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
“Securities Intermediary” means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.
“Security Procedure” means security procedures to be followed by Customer upon the issuance of an Instruction and/or by Bank upon the receipt of an Instruction, so as to enable Bank to
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verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption and telephone call backs. Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction.
“Services” means the Custody and Fund Accounting Services provided under the Agreement.
“Subcustodian” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
“Transfer Agent” as used in Section 4.3 means Boston Financial Data Services Inc. or any successor transfer agent appointed by the Customer.
“Transfer Accounts” means the clearing account(s) listed on Schedule B hereto used to concentrate cash for the Customers so that monies transferring into and out of such clearing account(s) can be made as a single net payment or receipt by the Bank.
“Transfer Account Liabilities” means with respect to a given Customer that portion of any Overdraft, obligation, or other Liabilities arising under any of the Transfer Accounts that are attributable to transactions relating to that Customer, including purchases and redemptions of shares of that Customer.
(b) All terms in the singular will have the same meaning in the plural unless the context otherwise provides and visa versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 | Set Up Accounts. |
(a) Bank will establish and maintain the following accounts (“Accounts”):
(i) | a Securities Account in the name of Customer for Financial Assets, which may be received by or on behalf of Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and |
(ii) | an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by or on behalf of Bank for the account of Customer. |
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Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or a Securities Depository will be held in that manner and will not be part of the Cash Account.
(b) At the request of Customer, additional Accounts may be opened in the future, which will be subject to the terms of this Agreement.
2.2 | Cash Account. |
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
2.3 | Segregation of Assets; Nominee Name. |
(a) Bank will identify in its records that Financial Assets credited to Customer’s Securities Account belong to Customer (except as otherwise may be agreed by Bank and Customer).
(b) To the extent permitted by Applicable Law or market practice, Bank will require each Subcustodian to identify in its own records that Financial Assets held at such Subcustodian by Bank on behalf of its customers belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.
(c) Bank is authorized, in its discretion,
(i) | to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; |
(ii) | to hold Securities in or deposit Securities with any Securities Depository, settlement system or dematerialized book entry or similar systems; and |
(iii) | to register in the name of Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. |
(d) Bank is authorized, when directed to do so by Customer, to hold Financial Assets at third parties and to register Financial Assets in broker “street name” or in the name of other third parties (or their nominees). Notwithstanding Section 7.1, Bank shall have no liability for any loss of Financial Assets or other damages resulting from holding or registering Financial Assets as so directed by Customer.
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Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and will accept delivery of Financial Assets of the same class and denomination as those with Bank or its Subcustodian.
(e) In the event that Customer requests the opening of any additional Account for the purpose of holding collateral pledged by Customer to a securities exchange, clearing corporation or other central counterparty (a “Counterparty”) to secure trading activity by Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between the Bank and the Counterparty in addition to the terms of this Agreement to the extent applicable.
2.4 | Settlement of Trades. |
When Bank receives an Instruction directing settlement of a transaction in Financial Assets that includes all information required by Bank, Bank will use reasonable care to effect such settlement as instructed. Settlement of transactions in Financial Assets will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the risk of loss will be Customer’s whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will contact the counterparty to seek settlement, but Bank will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.
2.5 | Contractual Settlement Date Accounting. |
(a) Bank will effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement date accounting and will notify Customer of those markets from time to time.
(i) | Sales: On the settlement date for a sale, Bank will credit the Cash Account with the proceeds of the sale and transfer the relevant Financial Assets to an account at the Bank pending settlement of the trade where not already delivered. |
(ii) | Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank will debit the Cash Account for the settlement amount and credit a separate account at the Bank. Bank then will post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. |
Bank reserves the right to restrict in good faith the availability of contractual settlement
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date accounting for credit or operational reasons.
(b) Bank may (in its absolute discretion) upon oral or written notification to Customer reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, and Customer will be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer pursuant to this sub-section.
2.6 | Actual Settlement Date Accounting. |
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
2.7 | Income Collection (Autocredit®). |
(a) Bank will credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets will be credited only after actual receipt and reconciliation. Bank may reverse such credits upon oral or written notification to Customer that Bank believes that the corresponding payment will not be received by Bank within a reasonable period or such credit was incorrect.
(b) Bank will make good faith efforts in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.
2.8 | Certain Ministerial Acts. |
Until Bank receives Instructions to the contrary, Bank will:
(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;
(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets;
(c) exchange interim or temporary documents of title for Financial Assets held in the Securities Account for definitive documents of title; and
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(d) provide information concerning the Accounts to Subcustodians, Securities Depositories, counterparties, issuers of Financial Assets, governmental entities, securities exchanges, self-regulatory entities, and similar entities to the extent required by Applicable Law or as may be required in the ordinary course by market practice or otherwise in order to provide the services contemplated by this Agreement.
2.9 | Corporate Actions. |
(a) Bank will notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Bank does not commit, however, to provide information concerning Corporate Actions relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian.
(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.9 (a) with respect to that Corporate Action or class action.
(c) Bank may sell or otherwise dispose of fractional interests in Financial Assets arising out of a Corporate Action or class action litigation and, to the extent necessary to protect Customer’s interest in that Corporate Action or class action, credit the Cash Account with the proceeds of the sale or disposition. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this sub-section.
(d) Notices of Corporate Actions and class actions dispatched to Customer may have been obtained from sources which Bank does not control and may have been translated or summarized. Although Bank believes such sources to be reliable, Bank has no duty to verify the information contained in such notices nor the faithfulness of any translation or summary and therefore does not guarantee its accuracy, completeness or timeliness, and shall not be liable to Customer for any loss that may result from relying on such notice.
2.10 | Class Action Litigation. |
Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant
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Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.
2.11 | Proxies. |
(a) Subject to and upon the terms of this sub-section, Bank will provide Customer with information which it receives on matters to be voted upon at meetings of holders of Financial Assets (“Notifications”), and Bank will act in accordance with Customer’s Instructions in relation to such Notifications (“the active proxy voting service”). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank’s only obligation will be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an “information only” basis.
(b) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets.
(c) Bank will act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank will not be obligated to provide further notice to Customer and shall not be obliged to vote. It is Customer’s obligation to monitor the agreed upon means of providing Notifications to determine if new Notifications have been received.
(d) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated.
(e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service (“information”) are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service.
(f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank to take timely action (the “passive proxy voting service”).
(g) Customer acknowledges that the provision of proxy voting services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:
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(i) | the Financial Assets being on loan or out for registration, |
(ii) | the pendency of conversion or another corporate action; |
(iii) | Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian; |
(iv) | in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting; |
(v) | local market regulations or practices, or restrictions by the issuer; |
(vi) | Bank may be required to vote all shares held for a particular issue for all of Bank’s customers on a net basis (i.e. a net yes or no vote based on voting instructions received from all its customers). Where this is the case, Bank will inform Customer by means of the Notification. |
(h) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements, in performing active or passive voting proxy services Bank will be acting solely as the agent of Customer, and will not exercise any discretion, with regard to such proxy services or vote any proxy except when directed by an Authorized Person.
2.12 | Statements and Information Available On-Line and other Reports. |
(a) Bank will send, or make available on-line, to Customer, at times mutually agreed upon, a formal statement of account in Bank’s standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account (each such statement a “Statement of Account”). Additionally, Bank will send (or make available on-line to) Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any Statement of Account or any such advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within sixty (60) days of receipt of the Statement of Account, provided such matter is not the result of Bank’s negligence, willful misconduct or bad faith. References in this Agreement to Statements of Account include Statements of Account in electronic form.
(b) Prices and other information obtained from third parties which may be contained in any Statement of Account or other statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.
(c) Customer acknowledges that, except for Statements of Account or as otherwise expressly agreed by Bank, records and reports available to it on-line may not be accurate due to
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mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports accessed on-line.
(d) Upon written request, Bank will supply a copy of its current SAS 70 Report to Customer. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.
2.13 | Access to Bank’s Records. |
The Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer’s duly authorized officers, employees, and agents, including Customer’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of the Bank to such records. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants, reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.
In addition, the Bank shall cooperate with and supply necessary information to the entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. The Bank shall take all such reasonable actions as a Customer may from time to time request to enable a Customer to obtain, from year to year, favorable opinions from the Customer’s independent accountants with respect to the Bank’s activities hereunder in connection with (i) the preparation of any registration statement of a Customer and of a Customer’s reports on Form N-SAR and any other reports required by the SEC, and (ii) the fulfillment by the Customer of any other requirements of the SEC.
2.14 | Maintenance of Financial Assets at Subcustodian Locations. |
(a) Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Appendix 2 to this Agreement, as in effect from time to time.
(b) Bank will not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities and/or cash with or register or record Securities in the name of a person not chosen by Bank and Bank agrees to do so, the consequences of doing so are at Customer’s own risk and Bank (i) will not be liable therefor and (ii) may not provide
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services under this Agreement with respect to Securities or cash so held, including, without limitation, services provided under Sections 2.8, 2.9, 2.11, and 8.2.
2.15 | Tax Relief Services. |
Bank will provide tax relief services as provided in Section 8.2.
2.16 | Fund Accounting Services. |
Bank shall perform fund accounting services as specified on the attached Schedule C.
2.17 | Global Derivatives Services. |
Bank shall perform global derivatives services as specified on the attached Schedule D.
2.18 | Money Market Holdings Reports. |
Bank shall provide money market holdings reports as specified on the attached Schedule E.
2.19 | Restricted Markets. |
The Bank reserves the right to restrict the services it provides in certain markets it determines are restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule G hereto. The Bank may update Schedule G from time to time upon notice to Customer.
2.20 | Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”). |
(a) Customer’s board of directors (or equivalent body) (hereinafter “Board”) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, 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) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), 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 of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material |
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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 (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians); |
(ii) | exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise; |
(iii) | in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv); |
(iv) | determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market and complies with the requirements of Rule 17f-5(c)(2) with respect to the provisions of the contract. |
(v) | have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, 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 Financial Assets and cash. |
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.
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(d) 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 foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.
(e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information.
2.21 | Compliance with SEC rule 17f-7 (“rule 17f-7”) |
(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets and cash 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 Financial Assets and cash of Customer are held or are expected to be held. 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 Financial Assets and cash held. Bank shall monitor the custody risks associated with maintaining Customer’s foreign Financial Assets and cash 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 reasonable care, prudence and diligence in performing the requirements set forth in Section 2.23(a) above. Bank represents to Customer that it is a “Primary Custodian as defined in rule 17f-7(b)(2).
(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 3 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 3 hereto, and as the same may be amended on notice to Customer from time to time.)
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2.22 | Notifications. |
If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement by posting such notification on the website (except for the notices discussed in Section 10.1).
3. INSTRUCTIONS
3.1 | ACTING ON INSTRUCTIONS; UNCLEAR INSTRUCTIONS. |
(a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.
(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank will not be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Bank in Customer’s name.
3.2 | VERIFICATION AND SECURITY PROCEDURES. |
(a) Bank and Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.
(b) Either party may record any of their joint telephone communications.
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3.3 | Instructions; Contrary to Law/Market Practice. |
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, but Bank will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice.
3.4 | Cut-off Times. |
Bank has established cut-off times for receipt of some categories of Instruction, which will be made available to Customer. If Bank receives an Instruction after its established cut-off time, Bank will attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
3.5 | Electronic Access. |
Access by Customer to certain applications or products of Bank via Bank’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Schedule H.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 | Fees and Expenses. |
Customer will pay Bank for its services hereunder the fees set forth in Schedule F hereto or such other amounts as may be agreed upon in writing from time to time, together with Bank’s reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing by governmental authorities, issuers, or their agents. Customer authorizes Bank to deduct amounts owing to it from the Cash Account, for any such fees or expenses from time to time in arrears. Without prejudice to Bank’s other rights, Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as Bank may reasonably determine.
4.2 | Overdrafts. |
If a debit to any currency in the Cash Account results (or will result) in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If Bank elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by Bank from time to time, for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar overdrafts available from time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will
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be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
4.3 | Bank’s Right Over Securities; Set-off. |
(a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all amounts which are now or become owing to Bank under any provision of this Agreement, whether or not matured or contingent (“Indebtedness”).
(b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.
(c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer.
(d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice, to segregate, place a hold on and/or withhold delivery of such Financial Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) upon notice to the Board of such Customer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the Board of such Customer, set off any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank branch or office.
(e) Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations,
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Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts.
(f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of set-off against a Customer’s assets pursuant to this Section 4.3.
(i) | The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment. |
(ii) | To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) of the Agreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. |
(iii) | Prior to enforcing a right of set-off or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, place a hold on and/or withhold delivery of Financial Assets in each such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business days following the Notice. The Customer may request the Bank to substitute different Financial Assets |
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for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. |
(iv) | The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. |
(v) | The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. |
(vi) | The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, to the best of its knowledge, independently would raise affiliated transaction concerns under the 1940 Act. |
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 | Appointment of Subcustodians; Use of Securities Depositories. |
(a) Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Appendix 2 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Appendix 2 an Eligible Foreign Custodian 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. In addition, Bank and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a “Securities Depository”) on such terms as such systems customarily operate and Customer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. Where a Subcustodian deposits Securities with a Securities Depository, Bank will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
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(c) Bank will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, Bank will make reasonable endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) | a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f-5(a)(7); |
(ii) | an ‘Eligible Foreign Custodian,’ which 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. |
(iii) | For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. |
(e) The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean:
an “Eligible Securities Depository” which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order or no-action letter of the staff of the SEC.
(f) The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(a).
5.2 | Liability for Subcustodians. |
(a) Subject to Section 7.1(b), Bank shall be liable for the actions or omissions of any Subcustodian to the same extent as if such act or omission was performed by the Bank itself. In the event of any Losses suffered or incurred by a Customer caused by or resulting from the actions or omissions of any Subcustodian for which the Bank would otherwise be liable, the Bank shall promptly reimburse such Customer in the amount of any such Losses. Bank shall also be liable for losses that result from the insolvency of any Affiliated Subcustodian.
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(b) Subject to Section 5.1(a) and Bank’s duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice if practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.
5.3 | Use of Agents. |
(a) Bank may provide certain services under this Agreement through third parties, which may be Affiliates, provided the provision of services by such Affiliate complies with the 1940 Act and the rules issued thereunder and the policies and procedures of the Customer. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank will not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care to provide ancillary services that it may not customarily provide itself, including, without limitation, delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation. Nevertheless, Bank will be liable for the performance of any such broker selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.
(b) In the case of the sale under Section 2.8 of a fractional interest (or in other cases where Customer has requested Bank to arrange for execution of a trade) Bank will place trades with a broker which is an Affiliate to the extent that: (1) Bank has established a program for such trading with such Affiliate, (2) trading with such Affiliate complies with the 1940 Act, as amended and the rules issued thereunder, and (3) trading with such Affiliate complies with the Customer’s policies and procedures, provided that such policies and procedures have been provided to Bank and Bank has agreed that they are acceptable to Bank. An affiliated broker may charge its customary commission (or retain its customary spread) with respect to any such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 | Representations of Customer and Bank. |
(a) Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions;
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(ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise to Bank, the Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to exist any encumbrance or security interest over such Financial Assets or cash except with the prior written consent of Bank.
(b) Bank represents and warrants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.
Bank may rely upon the above 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.
6.2 | Customer to Provide Certain Information to Bank. |
Upon request, Customer will promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer’s organizational documents and its current audited and unaudited financial statements.
6.3 | Customer is Liable to Bank Even if it is Acting for Another Person. |
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless will treat Customer as its principal for all purposes under this Agreement. In this regard, Customer will be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing will not affect any rights Bank might have against Customer’s principal.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 | Standard of Care; Liability. |
(a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by
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Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence or willful misconduct and to the extent provided in Section 5.2(a). In addition, Bank shall be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim.
Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (i) promptly notify Customer of the occurrence of such event and (ii) use its commercially reasonable best efforts to cause any Subcustodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to Customer.
Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian.
(b) Customer will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.
(c) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).
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7.2 | Force Majeure. |
Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. Bank will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery, malfunction of equipment or software (except where such malfunction is primarily attributable to Bank’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange).
7.3 | Bank May Consult With Counsel. |
Bank will be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which reasonably may be the professional advisers of Customer), and will not be liable to Customer for any action taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4 | Bank Provides Diverse Financial Services and May Generate Profits as a Result. |
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of these activities. Customer further acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer but that Bank is not under any duty to disclose any such information.
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8. TAXATION
8.1 | Tax Obligations. |
(a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.
(b) Customer will provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. Bank shall not be liable for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party; (ii) provision to Bank or a third party of inaccurate or misleading information by Customer or any third party; (iii) the withholding of material information by Customer or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Bank’s control.
(c) If Bank does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).
(d) Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account. Customer will 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 (i) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (ii) to report interest, dividend or other income paid or credited to the Cash Account, regardless of the reason for such delay or failure, provided, however, that Customer will not be liable to Bank for any penalty or additions to tax due solely as a result of Bank’s negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.
8.2 | Tax Relief Services. |
(a) Subject to the provisions of this Section, Bank will apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available. To defray expenses pertaining to nominal tax claims, Bank may from time-to-time set minimum thresholds as to a de minimus value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this section.
(b) The provision of a tax relief service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other
25
documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial assets in the Account or the payment of income.
(c) Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2 Bank will have no responsibility with regard to Customer’s tax position or status in any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental entity in relation to the processing of any tax relief claim.
9. TERMINATION
Either party may terminate this Agreement on sixty (60) days’ written notice to the other party. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within sixty days, notify Bank of details of its new custodian, failing which Bank may elect (at any time after the sixty day notice period) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank’s sole obligation will be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse Bank promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
10. MISCELLANEOUS
10.1 | Notices. |
(a) Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.
(b) The notice required in Section 4.3(f) of the Agreement shall be served by registered mail or hand delivery to the following:
Chairman of the Board of the X.X. Xxxxxx Funds
c/o Xxxxxx Xxxxx Xxxxxxxx & Frxxxxx XXX
00
0000 Xxxxxx xf the Americas
New York, NY 10036
Attention: Xxxx Xxxxxxxxxx, Esq.
With copies to
President, X.X. Xxxxxx Funds
c/o X.X. Xxxxxx Asset Management
240 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
and
X.X. Xxxxxx Funds
c/o X.X. Xxxxxx Asset Management
240 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Funds Legal
10.2 | Successors and Assigns. |
This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld.
10.3 | Interpretation. |
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4 | Entire Agreement. |
This Agreement, including the Schedules, Exhibits, and Appendices (and any separate agreement which Bank and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any other agreement, statement, or representation relating to custody, whether oral or written including the Original Agreements and all Amendments thereto. Amendments must be in writing and signed by both parties.
10.5 | Information Concerning Deposits at Bank’s London Branch. |
Under U.S. federal law, deposit accounts that Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and
27
such foreign deposits are subject to cross-border risks. However, the Financial Services Compensation Scheme (the “FSCS”) was created under the Financial Services and Markets Acx 0000. The terms of the FSCS offer protection in connection with deposits and investments in the event of the persons to whom Bank’s London Branch provides services suffering a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its liabilities, and subject to the FSCS rules regarding eligible claimants and eligible claims, Customer may have a right to claim compensation from the FSCS. Subject to the terms of the FSCS, the limit on the maximum compensation sum payable by the FSCS in relation to investment business is £48,000 and in relation to deposits is £50,000. A detailed description of the FSCS (including information on how to make a claim, eligibility criteria and the procedures involved) is available from the FSCS who can be contacted at 7tx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx, X0 0XX.
10.6 | Insurance. |
Bank will not be required to maintain any insurance coverage for the benefit of Customer.
10.7 | Governing Law and Jurisdiction. |
This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Laws, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer shall not claim, and it hereby irrevocably waives, such immunity.
10.8 | Severability; Waiver; and Survival. |
(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.
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(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.
(c) Bank’s rights, protections, and remedies under this Agreement shall survive its termination.
10.9 | Counterparts. |
This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.
10.10 Security | Holding Disclosure. |
With respect to Securities and Exchange Commission Rule 14b-2 under The U.S. Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, Bank is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Accounts.
10.11 USA | Patriot Act Disclosure. |
Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Bank to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank’s identity verification procedures require Bank to obtain information which may be used to confirm Customer’s identity including without limitation Customer’s name, address and organizational documents (“identifying information”). Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. Customer agrees to provide Bank with and consents to Bank obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by Bank.
10.12 Confidentiality. |
(a) Subject to Clause 10.13(b) Bank will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Laws, a regulator with jurisdiction over the Bank’s business, or with the consent of Customer.
(b) Customer authorizes Bank to disclose Confidential Information to:
29
(i) | any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that Bank believes it is reasonably required to provide the Confidential Information to in connection with Bank’s provision of relevant services under this Agreement; |
(ii) | its professional advisors, auditors or public accountants; |
(iii) | its Affiliates to the extent Bank reasonably believes is required in connection with the customary review of Customer’s credit profile by such Affiliates and branches, and |
(iv) | any revenue authority or any governmental entity in relation to the processing of any tax relief claim. |
10.13 No | Third Party Beneficiaries. |
A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.
30
SIGNED for and on behalf of: | ||
JPMORGAN TRUST I JPMORGAN TRUST II X.X. XXXXXX MUTUAL FUND GROUP X.X. XXXXXX XXXXXXX MUTUAL FUND X.X. XXXXXX MUTUAL FUND INVESTMENT UNDISCOVERED MANAGERS FUNDS UM INVESTMENT TRUST JPMORGAN INSURANCE TRUST PACHOLDER HIGH YIELD FUND, INC. | ||
By: | /s/ Xxxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxxx X. Xxxxxxx | |
Title: | President and Principal Executive Officer | |
JPMORGAN CHASE BANK, N.A. | ||
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxx | |
Title: | Executive Director |
31
SCHEDULE A
List of Entities Covered by the Global Custody and Fund Accounting Agreement
Amended as of September 1, 2010
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
JPMorgan Equity Index Trust
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc
JPMorgan Mid Cap Value Fund
X.X. Xxxxxx Mutual Fund Group
JPMorgan Short Term Bond Fund II
X.X. Xxxxxx Mutual Fund Investment Trust
JPMorgan Growth Advantage Fund
JPMorgan Insurance Trust
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Equity Index Portfolio
JPMorgan Insurance Trust International Equity Portfolio
JPMorgan Insurance Trust Intrepid Growth Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio
JPMorgan Insurance Trust Mid Cap Growth Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio
JPMorgan Trust I
Highbridge Dynamic Commodities Strategy Fund
Highbridge Statistical Market Neutral Fund
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan Alternative Strategies Fund
JPMorgan Asia Equity Fund
JPMorgan California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan China Region Fund
JPMorgan Credit Opportunities Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Current Yield Money Market Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
32
JPMorgan Trust I (continued)
JPMorgan Dynamic Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Emerging Economies Fund
JPMorgan Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Federal Money Market Fund
JPMorgan Global Focus Fund
JPMorgan Global Natural Resources Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Growth and Income Fund
JPMorgan Growth Long/Short Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Income Builder Fund
JPMorgan India Fund
JPMorgan Inflation Managed Bond Fund
JPMorgan Intermediate Tax Free Bond Fund
JPMorgan International Currency Income Fund
JPMorgan International Equity Fund
JPMorgan International Opportunities Fund
JPMorgan International Opportunities Plus Fund
JPMorgan International Realty Fund
JPMorgan International Small Cap Equity Fund
JPMorgan International Value Fund
JPMorgan International Value SMA Fund
JPMorgan Intrepid America Fund
JPMorgan Intrepid European Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid International Fund
JPMorgan Intrepid Multi Cap Fund
JPMorgan Intrepid Value Fund
JPMorgan Latin America Fund
JPMorgan Managed Income Fund
JPMorgan Mid Cap Equity Fund
JPMorgan Multi-Cap Long/Short Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan Multi-Sector Income Fund (effective upon the effectiveness of the Fund’s registration statement)
JPMorgan New York Municipal Money Market Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Prime Money Market Fund
JPMorgan Real Return Fund
JPMorgan Research Equity Long/Short Fund
JPMorgan Research Market Neutral Fund
JPMorgan Russia Fund
JPMorgan Small Cap Core Fund
33
JPMorgan Trust I (continued)
JPMorgan Small Cap Equity Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Strategic Preservation Fund
JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware High Income Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Tax Aware Real Return SMA Fund
JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Total Return Fund
JPMorgan U.S. Dynamic Plus Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Large Cap Value Plus Fund
JPMorgan U.S. Research Equity Plus Fund
JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund
JPMorgan Value Discovery Fund
JPMorgan Trust II
JPMorgan Arizona Municipal Bond Fund
JPMorgan Core Bond Fund
JPMorgan Core Plus Bond Fund
JPMorgan Equity Income Fund
JPMorgan Equity Index Fund
JPMorgan Government Bond Fund
JPMorgan High Yield Fund
JPMorgan International Equity Index Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund
JPMorgan Investor Growth Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Limited Duration Bond Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan Market Expansion Index Fund
JPMorgan Michigan Municipal Bond Fund
JPMorgan Michigan Municipal Money Market Fund
JPMorgan Mid Cap Growth Fund
JPMorgan Mortgage-Backed Securities Fund
JPMorgan Multi-Cap Market Neutral Fund
JPMorgan Municipal Income Fund
JPMorgan Municipal Money Market Fund
JPMorgan Ohio Municipal Bond Fund
34
JPMorgan Trust II (continued)
JPMorgan Ohio Municipal Money Market Fund
JPMorgan Short Duration Bond Fund
JPMorgan Short-Intermediate Municipal Bond Fund
JPMorgan Small Cap Growth Fund
JPMorgan Small Cap Value Fund
JPMorgan Tax Free Bond Fund
JPMorgan Treasury & Agency Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Real Estate Fund
JPMorgan U.S. Treasury Plus Money Market Fund
UM Investment Trust
Undiscovered Managers Multi-Strategy Fund
Undiscovered Managers Funds
JPMorgan Realty Income Fund
Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund
Pacholder High Yield Fund, Inc.
This Schedule A supersedes and replaces any previously executed Schedule A between the parties.
35
SCHEDULE B
List of Transfer Accounts
Amended as of September 1, 2010
ACCOUNT NO. |
ACCOUNT TITLE | |
323125794 | Boston Financial Data Services as Agent for JPMorgan Clearing Account | |
323508561 | Boston Financial Data Services as Agent for JPMorgan Funds WDC Teltran | |
323363792 | BFDS as Agent for JPMorgan Funds for the One Hour Wire Redemption Account | |
323125840 | BFDS as Agent for JPMorgan Funds Wire Redemption Account | |
323125832 | BFDS Inc as Agent for JPMorgan Wire Purchase Account | |
614950074 | BFDS as Agent for JPMorgan Check Redemption Account | |
323125824 | Boston Financial Data Services as Agent for JPMorgan NSCC AC | |
614960061 | Boston Financial Data Services as Agent for JPMorgan Dividend Account | |
614960029 | Boston Financial Data Services as Agent for JPMorgan 12B-1 | |
323220495 | BFDS as Agent for JPMorgan TS Link Redemption Account | |
323220487 | BFDS Inc as Agent for JPMorgan TS Link Purchase Account | |
614960037 | BFDS Inc as Agent for Multi Strategy Clearing Account | |
9102652261 | Boston Financial Data Services as Agent for JPMorgan ACH Account | |
323227627 | Boston Financial Data Services as Agent for JPMorgan Sweep Account |
36
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
• | NAV Calculation / Fund Valuation: |
• | Standard transactional and NAV materiality thresholds |
• | 2a-7 pricing for Money Market Funds (weekly) |
• | Xxxx to market NAV test performed weekly at the composite and class level |
• | Fund Pricing and Reporting |
• | Utilizing standard and automated vendor inputs, including international Fair Valuation |
• | Standard valuation oversight reporting (e.g., Fair Value reports, Broker Prices, etc.) |
• | Capital Stock Processing and Reconciliation |
• | Utilizing automated data files from transfer agent |
• | Automated NAV transmissions to transfer agent |
• | Cash Availability Reporting for Money Market Funds |
• | Specialized cash reporting for the Highbridge Dynamic Commodities Strategy Fund |
• | Portfolio Trades Processing |
• | Utilizing standard and automated inputs |
• | Specialized trade processing and reconciliations for Highbridge Dynamic Commodities Strategy Fund for swaps and brokers statements |
• | Corporate actions processing |
• | Portfolio Income Recognition |
• | Automated Expense Processing |
• | Perform manual waiver process for the Money Market Funds |
• | Perform a manual ‘All-in’ cap calculation for the JPMorgan Alternative Strategies Fund |
• | Rate Calculations for Daily Distributing Funds |
• | SEC Yield Calculations (monthly) |
• | Cash Reconciliations (daily) |
• | Asset Reconciliations (weekly); Futures and Proprietary Fund of Funds daily |
• | NAV Dissemination |
• | Sleeves of JPMorgan Access Funds are reported manually via an excel spreadsheet |
• | Utilizing Unity Performance / GraphNet (Related out-of-pocket fees charged to client) |
37
• | Audit Reporting and Coordination |
• | External audit, SAS70, and client due diligence coordination |
• | Monitor as of trading for 60 days during the Audit Period |
• | Prepare Audit Confirms |
• | Specialized Audit support for Highbridge Dynamic Commodities Strategy Fund: generate monthly grossed-up holdings report for Commodity Swap positions |
• | Standard Client Reporting |
• | Standard End-of-Day Accounting Information |
• | Risk Oversight Reporting (e.g., Aged Receivables, Stale Prices, etc) |
• | Provide data for board reports and pricing committee materials |
• | Investment Manager / Sub-Advisor Reconciliation (3rd Party Recons)- Highbridge Dynamic Commodities Strategy Fund |
• | Provide short extension services for funds which operate a synthetic long/short investment strategy |
38
SCHEDULE D
Global Derivative Services
The following provisions are added to the Agreement with respect to certain services provided by the Bank for certain OTC Derivative Contracts which are included in a Fund’s portfolio.
I. | DEFINITIONS |
“Back-Up Method” means an alternative method to be used to price an OTC Derivative Contract if the Customer’s selected method cannot be used.
“Calculated Price” for an OTC Derivative Contract on a given date means the amount determined by a Supported Pricing Model for such OTC Derivative Contract for such date.
“Non-Supported OTC” means an OTC Derivative Contract which cannot be priced using a Supported Pricing Model.
“OTC Derivative Contract” means any contract of a type that Bank, acting reasonably, determines to be an over-the-counter derivative.
“Reports” means information from Bank systems that is supplied to the Customer.
“Supported Pricing Model” means the theoretical algorithms that Bank has on its systems and the data sources which such algorithms use which can be used to price OTC Derivative Contracts.
II. | INFORMATION REQUIRED FROM THE CUSTOMER |
2.1 | If the Customer requests that Bank provides any of the services under this Schedule in respect of any OTC Derivative Contract then: |
(a) | the Customer shall provide to Bank in a timely, accurate and complete manner all information relating to each OTC Derivative Contract that Bank requires and in such a format as Bank shall specify to allow Bank to capture each OTC Derivative Contract onto its systems; |
(b) | the Customer shall provide to Bank throughout the term of each OTC Derivative Contract in a timely, accurate and complete manner any amendments to each OTC Derivative Contract or otherwise notify Bank of any other events in relation to each OTC Derivative Contract which are likely to have an effect on the valuation of the OTC Derivative Contract. |
III. | TRANACTION PROCESSING AND LIFECYCLE MANAGEMENT |
3.1 | Subject to Clause 2.1 and Clause 6, Bank shall maintain a process for daily position management so that the Bank shall have an up-to-date record for each OTC Derivative Contract on its system. This daily position management process shall include the setting |
39
up each OTC Derivative Contract on the system and amending the OTC Derivative Contract as reasonably required to reflect, without limitation, cancellations, terminations, option exercises and option expiries, maturities or credit events as notified to the Bank by the Customer The Bank shall also support cash break resolution, manage the reconciliation of trades, positions and cashflows related to the OTC Derivative Contract as well as provide the Customer with associated cashflow and lifecycle reporting. |
IV. | PRICING SERVICE |
4.1 | As soon as is reasonably practicable, the Customer and Bank shall agree upon a procedure for pricing any OTC Derivative Contract that may be entered into by the Customer. The Customer may request that Bank price any OTC Derivative Contract as follows: |
(a) | The Customer may request that Bank provides a Calculated Price from its Supported Pricing Models; |
(b) | The Customer may request that Bank sources the price of the OTC Derivative Contract from brokers, counterparties or from third-party vendors agreed upon with the Customer; |
(c) | The Customer may provide the price of the OTC Derivative Contract; or |
(d) | any reasonable combination of (a), (b) or (c). |
4.2 | If Bank and the Customer have agreed to price the OTC Derivative Contract under Clause 4.1(a) then the following shall apply: |
(a) | Bank shall notify the Customer of the relevant Supported Pricing Models; |
(b) | The Customer shall review and agree upon the Supported Pricing Models with Bank. Bank shall supply to the Customer such reasonable information relating to the Supported Pricing Models as the Customer requests. The Customer acknowledges and agrees that some information relating to the Supported Pricing Models may contain proprietary information and that Bank shall, in such case, not be required to provide such information. To the extent that Bank provides information relating to the Supported Pricing Models to the Customer, the Customer shall treat any Supported Pricing Model information as confidential information and shall not disclose it to any person without the prior written consent of Bank; |
(c) | If after reviewing the Supported Pricing Models the Customer does not wish any OTC Derivative Contract to be priced using the Supported Pricing Models, the |
40
Customer shall notify Bank and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c); |
(d) | Bank and the Customer shall review, and modify as agreed between the parties, the Supported Pricing Models from time to time; |
(e) | If the Customer enters into a Non-Supported OTC, Bank shall notify the Customer that the OTC Derivative Contract is a Non-Supported OTC as soon as is reasonably practicable and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c). |
4.3 | Bank shall use the method agreed under Clause 4.1 for determining the price of any OTC Derivative Contract for the purpose of inputting such price in the net asset calculation. |
4.4 | Bank and the Customer shall agree upon a Back-Up Method. If Bank cannot provide a price for any OTC Derivative Contract as a result of: |
(a) | the Customer not providing all the information required under Clause 2.1; |
(b) | any brokers, counterparty or third party vendors not providing such price; |
(c) | the Customer not providing the price; or |
(d) | any reasons beyond the reasonable control of Bank, then Bank shall apply such Back-Up Method. |
4.5 | The Customer acknowledges that it is the Customer’s responsibility to ensure that any method of pricing any OTC Derivative Contract is authorized under the Customer’s Prospectus. |
V. | REPORTS |
5.1 | Bank may offer to the Customer reports of information relating to the OTC Derivative Contracts (“Reports”) that it has captured onto its systems as agreed between Bank and the Customer. |
VI. | ADDITIONAL DISCLAIMERS |
6.1 | The Customer acknowledges that Bank shall not be liable for the accuracy, timeliness, completeness or availability of any information provided by: |
(a) | the Customer; |
(b) | any agreed upon broker or counterparty; |
(c) | any agreed upon third party vendor of OTC Derivative Contract prices; or |
41
(d) | any agreed upon third party vendor of market data. |
6.2 | The Customer acknowledges that the Supported Pricing Models are algorithms which are theoretical in nature and accordingly the Customer acknowledges that the Supported Pricing Models may not adequately model all economic factors or events. The Customer acknowledges that Bank shall not be liable to the Customer for any inadequacy or defect of any kind with respect to the use of any Supported Pricing Model for the production of a price to input into the net asset calculation. The Customer agrees that its use of any Calculated Price is at the Customer’s own risk and Bank shall not be liable to the Customer for any loss which arises from the use of such Calculated Price for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements). |
6.3 | The Customer acknowledges that the prices of OTC Derivative Contracts, regardless of the source of such prices, are indicative values and may not indicate the actual terms upon which OTC Derivative Contracts could be liquidated or unwound or the calculation of an amount that would be payable or receivable following the expiry of, or the designation of an early termination date under, any applicable agreement. Prices determined using other pricing models, market data or assumptions may yield different results. |
6.4 | The Customer acknowledges any Reports produced using the Supported Pricing Models and supplied to the Customer by Bank may be inaccurate. The Reports are produced using the Supported Pricing Models which may not adequately model all economic factors or events and information which Bank cannot determine to be accurate or complete. The Customer uses such Reports at its own risk and Bank shall not be liable to the Customer for any loss which arises from the use of the Reports for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements). |
6.5 | Subject to the provisions of this Schedule and any other limitations which apply, Bank shall only be liable to the Customer to the extent that the Customer suffers a loss due to the net asset value of the Customer being inaccurate due to the negligence, wilful default or fraud of Bank in following the agreed procedures under this Schedule with respect to the valuation of OTC Derivative Contracts. With respect to losses resulting from the other services covered by this Schedule, the standard of care set forth in Section 7.1 of the Agreement shall govern. |
42
SCHEDULE E
Money Market Holding Report Services
The information in this Schedule E covering the preparation of Money Market Fund Holding Reports may be modified pursuant to mutual written agreement between the parties.
A. | Preparation and provision of the JPMorgan Money Market Fund Holding Report for the following Funds: |
JPMorgan Trust I
JPMorgan 100% U.S. Treasury Securities Money Market Fund (effective July 1, 2009)
JPMorgan California Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Federal Money Market Fund (effective July 1, 2009)
JPMorgan New York Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Prime Money Market Fund (effective June 1, 2009)
JPMorgan Tax Free Money Market Fund (effective July 1, 2009)
JPMorgan Current Yield Money Market Fund (effective September 30, 2010)
JPMorgan Trust II
JPMorgan Liquid Assets Money Market Fund (effective June 1, 2009)
JPMorgan Michigan Municipal Money Market Fund (effective August 1, 2009)
JPMorgan Municipal Money Market Fund (effective July 1, 2009)
JPMorgan Ohio Municipal Money Market Fund (effective August 1, 2009)
JPMorgan U.S. Government Money Market Fund (effective July 1, 2009)
JPMorgan U.S. Treasury Plus Money Market Fund (effective July 1, 2009)
B. | Frequency of reports. |
Daily
C. | Manner in which reports will be delivered. |
Via excel spreadsheet for the Money Market Fund Holding Reports.
43
SCHEDULE F
Global Custody, Fund Accounting Services, Global Derivative Services and Money Market Fund
Holding Reports Fee Schedule to the Amended and Restated Global Custody and Fund Accounting
Agreement
(as of September 1, 2010)
Global Custody Fees: These fee schedules are applicable to the X.X. Xxxxxx Funds.
Safekeeping and Settlement Charges
Global Custody Fee Schedule | ||||||||
Market |
Safekeeping (BPs)* | Transaction** (US$) | ||||||
Argentina |
15.00 | 45.00 | ||||||
Australia |
2.50 | 35.00 | ||||||
Austria |
2.50 | 35.00 | ||||||
Bahrain |
30.00 | 80.00 | ||||||
Bangladesh |
30.00 | 80.00 | ||||||
Belgium |
2.50 | 35.00 | ||||||
Bermuda |
15.00 | 45.00 | ||||||
Botswana |
30.00 | 80.00 | ||||||
Brazil |
10.00 | 40.00 | ||||||
Bulgaria |
30.00 | 75.00 | ||||||
Canada |
2.00 | 15.00 | ||||||
Chile |
20.00 | 45.00 | ||||||
China |
20.00 | 50.00 | ||||||
Colombia |
30.00 | 80.00 | ||||||
Croatia |
30.00 | 65.00 | ||||||
Cyprus |
20.00 | 75.00 | ||||||
Czech Republic |
20.00 | 60.00 | ||||||
Denmark |
2.50 | 35.00 | ||||||
Ecuador |
30.00 | 65.00 | ||||||
Egypt |
25.00 | 60.00 | ||||||
Estonia |
30.00 | 65.00 | ||||||
Euro CDs |
1.00 | 15.00 | ||||||
Euroclear |
1.00 | 10.00 | ||||||
Finland |
2.50 | 35.00 | ||||||
France |
1.25 | 25.00 | ||||||
Germany |
1.25 | 25.00 | ||||||
Ghana |
30.00 | 80.00 | ||||||
Greece |
12.00 | 50.00 |
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Global Custody Fee Schedule | ||||||||
Market |
Safekeeping (BPs)* | Transaction** (US$) | ||||||
Hong Kong |
2.50 | 45.00 | ||||||
Hungary |
20.00 | 60.00 | ||||||
Iceland |
20.00 | 60.00 | ||||||
India |
14.50 | 45.00 | ||||||
Indonesia |
10.00 | 50.00 | ||||||
Ireland |
2.50 | 45.00 | ||||||
Israel |
25.00 | 60.00 | ||||||
Italy |
2.00 | 30.00 | ||||||
Ivory Coast |
30.00 | 80.00 | ||||||
Jamaica |
35.00 | 65.00 | ||||||
Japan |
1.50 | 10.00 | ||||||
Jordan |
30.00 | 80.00 | ||||||
Kazakhstan |
30.00 | 80.00 | ||||||
Kenya |
30.00 | 80.00 | ||||||
Korea |
7.00 | 35.00 | ||||||
Kuwait |
35.00 | 80.00 | ||||||
Latvia |
20.00 | 80.00 | ||||||
Lebanon |
30.00 | 80.00 | ||||||
Lithuania |
25.00 | 65.00 | ||||||
Luxembourg |
3.00 | 50.00 | ||||||
Malaysia |
8.00 | 45.00 | ||||||
Malta |
25.00 | 65.00 | ||||||
Mauritius |
30.00 | 80.00 | ||||||
Mexico |
6.00 | 35.00 | ||||||
Morocco |
30.00 | 80.00 | ||||||
Namibia |
30.00 | 80.00 | ||||||
Netherlands |
2.00 | 30.00 | ||||||
New Zealand |
2.00 | 35.00 | ||||||
Nigeria |
30.00 | 80.00 | ||||||
Norway |
2.50 | 35.00 | ||||||
Oman |
30.00 | 80.00 | ||||||
Pakistan |
30.00 | 80.00 | ||||||
Peru |
30.00 | 80.00 | ||||||
Philippines |
7.00 | 50.00 | ||||||
Poland |
20.00 | 55.00 | ||||||
Portugal |
12.00 | 60.00 | ||||||
Qatar |
35.00 | 80.00 |
45
Global Custody Fee Schedule | ||||||||
Market |
Safekeeping (BPs)* | Transaction** (US$) | ||||||
Romania |
30.00 | 80.00 | ||||||
Russia |
15.00 | 80.00 | ||||||
Singapore |
4.00 | 45.00 | ||||||
Slovakia |
20.00 | 50.00 | ||||||
Slovenia |
25.00 | 55.00 | ||||||
South Africa |
5.00 | 40.00 | ||||||
Spain |
2.50 | 40.00 | ||||||
Sri Lanka |
20.00 | 80.00 | ||||||
Sweden |
2.50 | 35.00 | ||||||
Switzerland |
2.50 | 35.00 | ||||||
Taiwan |
10.00 | 75.00 | ||||||
Thailand |
12.00 | 40.00 | ||||||
Tunisia |
35.00 | 80.00 | ||||||
Turkey |
12.00 | 75.00 | ||||||
Ukraine |
30.00 | 80.00 | ||||||
United Arab Emirates |
30.00 | 80.00 | ||||||
United Kingdom |
0.16 | 8.00 | ||||||
United States |
0.09 | 2.50 | ||||||
Uruguay |
30.00 | 80.00 | ||||||
Venezuela |
30.00 | 80.00 | ||||||
Vietnam |
25.00 | 65.00 | ||||||
Zambia |
30.00 | 80.00 | ||||||
Zimbabwe |
30.00 | 80.00 |
* Annualized rate paid pro rata each month.
** Cost for the entry and settlement of all primary transactions.
Additional Primary Transaction Charges
Description |
Rates (US$) | |||
Physical Security Receive/Deliver |
20.00 | |||
Memo Positions (Blue Sheet) |
7.50 | |||
Futures and Options |
7.50 |
46
Secondary Transaction Charges
Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.
Description |
Rates (US$) | |||
Income Collections – Physical |
5.00 | |||
Principal & Interest - Book Entry |
5.00 | |||
Principal & Interest - Physical |
5.00 |
Cash Transaction Charges
Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.
Description |
Rates (US$) | |||
Foreign Exchange Payments |
7.00 | |||
Outgoing Wires (Fed, Chips, SWIFT) |
7.00 | |||
Continuous Linked Settlement (round trip) |
7.00 |
Global Proxy Voting Services
This service includes the provision of an extensive suite of secure online tools to assist clients exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.
Global Proxy Voting Fee Schedule | ||||||
Tier A: $15 |
Tier B: $35 |
Tier C: $60 | ||||
Australia | Singapore | Argentina | Italy | |||
Bahrain | South Africa | Austria | Jordan | |||
Bangladesh | South Korea | Belgium | Lebanon | |||
Bermuda | Spain | Brazil | Malta | |||
Canada | Sri Lanka | Colombia | Mauritius | |||
China+ | Taiwan | Croatia | Mexico | |||
Chile | Thailand | Cyprus | Netherlands | |||
Estonia | Tunisia | Czech Republic | Norway+ | |||
Euroclear | Ukraine | Denmark | Pakistan | |||
Hong Kong | United Kingdom | Egypt | Poland | |||
India+ | United States | Ecuador | Portugal | |||
Indonesia | Vietnam | Finland | Slovakia | |||
Ireland | Venezuela | France | Sweden+ | |||
Israel | Germany | Switzerland | ||||
Jamaica | Greece | Turkey | ||||
Japan | Hungary | |||||
Malaysia | Iceland | |||||
New Zealand | ||||||
Philippines | ||||||
Russia+ |
+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses
47
Fund Accounting
The following schedule shall be employed in the calculation of the annual fees payable for the services provided under the Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the X.X. Xxxxxx Funds will be used.
Money Market Funds*
Tier One |
First $250,000,000,000 | 0.14 bps | ||
Tier Two |
Over $250,000,000,000 | 0.10 bps |
Fixed Income Funds
Tier One |
First $25,000,000,000 | 0.40 bps | ||
Tier Two |
Next $35,000,000,000 | 0.25 bps | ||
Tier Three |
Over $60,000,000,000 | 0.20 bps |
U.S. Equity Funds
Tier One |
First $25,000,000,000 | 0.35 bps | ||
Tier Two |
Next $35,000,000,000 | 0.20 bps | ||
Tier Three |
Over $60,000,000,000 | 0.15 bps |
International Funds
Tier One |
First $12,500,000,000 | 0.50 bps | ||
Tier Two |
Over $12,500,000,000 | 0.40 bps |
Emerging Markets Funds
Tier One |
First $12,500,000,000 | 0.60 bps | ||
Tier Two |
Over $12,500,000,000 | 0.50 bps |
Other Fees
Minimums** |
||||||
U.S. Equity |
$ | 20,000 | ||||
U.S. Fixed Income |
$ | 25,000 | ||||
Money Markets |
$ | 15,000 | ||||
International |
$ | 35,000 | ||||
Emerging Markets |
$ | 40,000 | ||||
Highbridge Managed Funds: Statistical Market Neutral Fund; Dynamic Commodities Strategy Fund |
$ | 30,000 | ||||
Additional Share Classes **** |
$ | 2,000 | ||||
Multi-Manager (per manager) |
$ | 10,000 | ||||
Fund Mergers (per Fund) |
$ | 1,500 |
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Other Fees
Fund of Funds***** |
$ | 15,000 | ||
Short Extension Portfolio Services****** |
$ | 70,000 |
* | A cap on Fund Accounting fees for the Money Market Funds will be set at $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived. | |
** | Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations. | |
*** | Plus $20 per trade requiring manual entry into the WINS accounting platform | |
**** | Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class. | |
***** | This flat fee applies to Fund of Funds investing in X.X. Xxxxxx Funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply. | |
****** | This fee is applied to each Portfolio Swap (inclusive of all currencies) held in the Fund. |
Global Derivative Services
Instrument Coverage / Fees
Instruments covered are standard transactions of the types listed in the fee schedule below. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee proposal may be expanded by mutual agreement of the parties.
Instruments |
Transaction (STP+) Set up Fee US$* (per Trade) |
Amendment (STP+) Fees US$ (per Trade) |
Daily Lifecycle Management Fee US$ (per Position per Day) |
Collection of Broker Price Fee US$ (per Position per Day) |
Independent Valuation US$ (per Position per Day) |
|||||||||||||||
Forward Rate Agreements |
40.00 | 10.00 | 0.40 | 1.50 | 0.25 | |||||||||||||||
Interest Rate Swaps (including Caps & Floors) |
40.00 | 10.00 | 0.40 | 1.50 | 0.25 | |||||||||||||||
Swaptions |
40.00 | 10.00 | 0.40 | 1.50 | 0.25 | |||||||||||||||
Credit Default Swaps – Single Name & Index |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
49
Instruments |
Transaction (STP+) Set up Fee US$* (per Trade) |
Amendment (STP+) Fees US$ (per Trade) |
Daily Lifecycle Management Fee US$ (per Position per Day) |
Collection of Broker Price Fee US$ (per Position per Day) |
Independent Valuation US$ (per Position per Day) |
|||||||||||||||
Price Locks |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope | |||||||||||||||
Currency Options |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope | |||||||||||||||
Bond Options |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope | |||||||||||||||
Inflation Swaps |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope | |||||||||||||||
Total Return Swaps |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope | |||||||||||||||
Equity Total Return Swaps |
40.00 | 10.00 | 0.40 | 1.50 | Not in Scope |
+ Straight Through Processing
* Tiered Fees
A tiered structure will be applied to the new transaction set up fee for the X.X. Xxxxxx Funds on the following basis:
• | US$ 40 : 0 – 2,000 new transactions per month |
• | US$ 35: 2,001 – 4,000 new transactions per month |
• | US$ 30: > 4,000 new transactions per month |
These transaction fees will be applied across all transactions on a pro-rata basis.
Notes
1) | A one time set-up fee applies to, and will be charged for, all new transactions. |
2) | Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events. |
3) | Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end. |
4) | New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge. |
Money Market Fund Holdings Reports
Bank will charge the following fees for providing the services described in Schedule E.
Annual price of $4,000 for each X.X. Xxxxxx Money Market Fund listed on Schedule E.
50
Out-of-pocket and Direct Pass Through Expenses
Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:
• | Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include: |
• | Account opening fees in the local market(s) |
• | Local administrator, legal counsel and tax consultant fees as required |
• | Local crossing, transaction, registration and/or depository fees |
• | Transportation costs for shipment of physical securities and/or script |
• | Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required |
• | Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as FT Interactive, Pricing Direct, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Xxxxxx Xxxx, Wall Street Concepts, GraphNet, GainsKeeper, Unity Confluence, Filing fees (example- N-SAR filing fee with Xxxxxxx Corp $100/fund/filing). |
• | Archives. Archive charges to include storage, transportation, and recalls of archive boxes. |
• | Printing/Copying. These charges include expenses associated with printing copying and fax support. |
* | Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations. |
Fee Terms and Conditions
Bank’s fees shall remain in place for a period of 3 years from September 1, 2010.
Bank reserves the right to renegotiate its fee schedule at any time, should the Customer’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. In addition, Customer is permitted at any time to discontinue the use of Global Derivative Services for certain derivatives provided Customer has provided Bank with 30 days’ prior notice. The fee schedule may also be amended by mutual agreement of the parties if the Customer’s service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Customer agree to revisit this arrangement.
Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank’s standard price(s), unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.
51
Bank requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.
Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).
Bank will present invoices monthly in arrears, with payment expected via appropriate billing arrangement, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.
Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.
52
SCHEDULE G
X.X. Xxxxxx Worldwide Securities Services Custody Restricted Markets Schedule
The following table identifies certain markets that X.X. Xxxxxx has determined to be restricted markets and provides summary information about the nature of the restrictions applicable in each. X.X. Xxxxxx reserves the right to update this Schedule from time to time upon notice to the Customer.
Market |
Restrictions | |
Iceland | Asset servicing and settlement services X.X. Xxxxxx can provide are subject to change, with or without prior notice. In particular, but without limitation, X.X. Xxxxxx will not be able to provide a full service in relation to Corporate Actions, proxy voting, income collection and tax reclaims. X.X. Xxxxxx will notify the Customer in writing from time to time of the details of the services offered in Iceland.
Until further notice from X.X. Xxxxxx, no deposits of Icelandic currency will be held in the Customer’s Account except for the proceeds of sales of Securities issued by companies listed on the Icelandic Stock Exchange (“Icelandic Securities”).
Until further notice from X.X. Xxxxxx, any credit of Icelandic currency to the Customer’s Cash Account with X.X. Xxxxxx will be conditional and subject to reversal by X.X. Xxxxxx upon notice to the Customer except to the extent that the funds are able to be applied at the Customer’s Instruction to the purchase of Icelandic Securities or X.X. Xxxxxx is able to repatriate the funds from X.X. Xxxxxx’x agent bank in Iceland via a foreign exchange transaction (upon Instruction received from the Customer) or other process. In this regard, the Customer will be entitled to no more than the Customer’s pro rata share of any recoveries that X.X. Xxxxxx is able to obtain, as reasonably determined by X.X. Xxxxxx. | |
Lithuania | Until further notice from X.X. Xxxxxx, no deposits of Lithuanian currency will be held in the Customer’s account except for any existing balances and future proceeds of sales of Lithuanian Securities or where income and corporate action proceeds are paid in local currency.
Until further notice from X.X. Xxxxxx, any credit of Lithuanian currency to the Customer’s Cash Account with X.X. Xxxxxx will be conditional and subject to reversal by X.X. Xxxxxx upon notice to the Customer except to the extent that the funds are able to be applied at the Customer’s direction to the purchase of Lithuanian Securities or X.X. Xxxxxx is able to repatriate the funds from X.X. Xxxxxx’x agent bank in Lithuania via a foreign exchange transaction (upon Instruction received from the Customer) or other process. In this regard, the Customer will be entitled to no more than the Customer’s pro rata share of any recoveries that X.X. Xxxxxx is able to obtain, as reasonably determined by X.X. Xxxxxx. | |
Russia | See the current version of the applicable X.X. Xxxxxx’x Russia briefing memo regarding the registrar company system of recording ownership of equity Securities issued by a Russian issuer (“Russian Equities”). Registrar companies licensed in Russia to provide share registration services to an issuer of Russian Equities (“Russian Registrar Companies”) are not Securities Depositories or Subcustodians or otherwise agents of |
53
Market |
Restrictions | |
X.X. Xxxxxx.
X.X. Xxxxxx provides custody services with respect to Russian Equities only when held through a Russian securities depository in which the Russian subcustodian participates or when the Russian subcustodian has a contract with the applicable Russian Registrar Company. See the current version of the applicable Russia briefing memo for information concerning these contracts and steps X.X. Xxxxxx currently takes to monitor the performance of Russian Registrar Companies.
X.X. Xxxxxx’x responsibility with respect to the safekeeping of Russian Equities shall be limited to the safekeeping of the relevant extracts of share registration books issued by a Russian Registrar Company in respect of the Russian Equities (“Russian Share Extracts”) and extracts issued by a Russian Securities Depository (“Russian Depository Extracts”).
X.X. Xxxxxx will only transmit funds for the purchase of Russian Equities after receipt of a Russian Depository Extract from the Russian Securities Depository or a Russian Share Extract from the Russian Registrar Company showing the Customer’s interest in the Russian Equities.
Due to unclear standards in the Russian market with respect to the completion and submission of corporate action elections, X.X. Xxxxxx will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Russian Equities. For clients settling through Russian Registrar Companies, proxy services are available where a contract is in place with the applicable Russian Registrar Company. | ||
Ukraine |
See the current version of the applicable X.X. Xxxxxx’x Ukraine briefing memo regarding the registrar company system of recording ownership of equity Securities issued by a Ukrainian issuer (“Ukrainian Equities”). Registrar companies licensed in Ukraine to provide share registration services to an issuer of Ukrainian Equities (“Ukrainian Registrar Companies”) are not Securities Depositories or Subcustodians or otherwise agents of X.X. Xxxxxx.
X.X. Xxxxxx provides custody services with respect to Ukrainian Equities only when held through a Ukrainian securities depository in which the Ukrainian subcustodian participates or when the Ukrainian subcustodian has a contract with the applicable Ukrainian Registrar Company. See the current version of the applicable Ukraine briefing memo for information concerning these contracts and steps X.X. Xxxxxx currently takes to monitor the performance of Ukrainian Registrar Companies.
X.X. Xxxxxx’x responsibility with respect to the safekeeping of Ukrainian Equities shall be limited to the safekeeping of the relevant extracts of share registration books issued by a Ukrainian Registrar Company in respect of the Ukrainian Equities (“Ukrainian Share Extracts”) and the extracts issued by a Ukrainian Securities Depository (“Ukrainian Depository Extracts”).
X.X. Xxxxxx will only transmit funds for the purchase of Ukrainian Equities after receipt of a Ukrainian Share Extract from the Ukrainian Registrar Company showing the Customer’s interest in the Ukrainian Equities. |
54
Market |
Restrictions | |
Due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, X.X. Xxxxxx will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Ukrainian Equities. For clients settling through Ukrainian Registrar Companies, proxy services are available where a contract is in place with the applicable Ukrainian Registrar Company. | ||
West African Economic and Monetary Union (“WAEMU”) | Asset servicing and settlement services X.X. Xxxxxx can provide are subject to change, with or without prior notice. In particular, but without limitation, X.X. Xxxxxx will not be able to provide a full service in relation to Corporate Actions, proxy voting, income collection and tax reclaims. X.X. Xxxxxx will notify the Customer in writing from time to time of the details of the services offered in WAEMU.
Local currency will be held in a separate cash account maintained by the Customer with X.X. Xxxxxx’x subcustodian.
If X.X. Xxxxxx’x current WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, X.X. Xxxxxx may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled at Dépositaire Central/Banque de Règlement S.A. (DC/BR). Although X.X. Xxxxxx will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. | |
Zimbabwe | Local currency will be held in a separate cash account maintained by the Customer with X.X. Xxxxxx’x subcustodian.
There may be limited choice of sub-custodians after the implementation of the Indigenisation and Economic Empowerment Xxxx. If that becomes the case, or if market conditions otherwise deteriorate, X.X. Xxxxxx may cease to provide custody services with respect to Securities that are issued by companies listed on the Zimbabwean Stock Exchange. Although X.X. Xxxxxx will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
55
SCHEDULE H
Electronic Access
1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavour to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.
2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Laws, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Customer’s internal business use only. The immediately preceding sentence does not apply to the records described in Section 2.13 of the Agreement. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Schedule.
3. The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank’s software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4. In cases where Bank’s web site is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Bank shall not be liable for any Liabilities arising out of Customer’s use of, access to or inability to use the Products via Bank’s web site in the absence of Bank’s gross negligence or willful misconduct.
5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. Bank shall own all right, title and interest in the data reflecting Customer usage of the Products or Bank’s web site (including, but not limited to, general usage data and aggregated transaction data). Bank may use and sublicense data obtained by it regarding the Customer’s use of the Products or Bank’s website, as long as X.X. Xxxxxx does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site.
6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.
56
7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the service from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8. The Customer will be subject to and shall comply with all Applicable Laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (15 X.X.X. §0000, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Xxx 0000 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.
9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Schedule.
57
APPENDIX 1
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
A. | Opinions of local counsel concerning: | |||
X |
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. | ||
X |
ii. | Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. | ||
X |
iii. | Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country. | ||
B. | Written information concerning: | |||
X |
i. | The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets. | ||
X |
ii. | Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable. | ||
C. | A market report with respect to the following topics: |
(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish JPMorgan Funds Management, Inc. the following additional information:
Market flashes, including with respect to changes in the information in market reports.
APPENDIX 2
List of Subcustodians
See attached Agent and Cash Network list
APPENDIX 3
List of Securities Depositories
See attached list of securities depositories
Last Updated September 19, 2010
AGENT AND CASH NETWORK (WSS CUSTODY)
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
ARGENTINA | HSBC Bank Argentina S.A. Florida 000, 0xx Xxxxx 0000 Xxxxxx Xxxxx XXXXXXXXX |
HSBC Bank Argentina S.A. Buenos Aires | ||
AUSTRALIA | JPMorgan Chase Bank, N.A.** Xxxxx 00 XXX Center 000, Xxxxxx Xxxxxx Xxxxxx XXX 0000 XXXXXXXXX |
Xxxxxxxxx and New Zealand Banking Group Ltd. Melbourne | ||
AUSTRIA | UniCredit Bank Austria AG Xxxxxx Xxxxxxx Xxxxx - 0 X-0000 Xxxxxx XXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
BAHRAIN | HSBC Bank Middle East Limited 1st Floor, Building No 2505, Road No 2832 Al Seef 000 XXXXXXX |
Xxxxxxxx Xxxx xx Xxxxxxx Xxxxxx | ||
XXXXXXXXXX | Standard Chartered Bank 18-20 Motijheel C.A Xxx 000 Xxxxx-0000 XXXXXXXXXX |
Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx | ||
XXXXXXX | ABN AMRO Bank N.V. Xxxxxx Xxxxxxxxxx 00 0000 XX Xxxxxxxxx XXX XXXXXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
BERMUDA | The Bank of Bermuda Limited 0 Xxxxx Xxxxxx Xxxxxxxx XXXX XXXXXXX |
The Bank of Bermuda Limited Xxxxxxxx | ||
BOTSWANA | Barclays Bank of Botswana Limited Barclays House, Khama Crescent Gaborone BOTSWANA |
Barclays Bank of Botswana Limited Gaborone | ||
BRAZIL | HSBC Bank Brasil S.A. Banco Multiplo Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 0000, 0xx Xxxxx Xxx Paulo, SP 00000-000 XXXXXX |
HSBC Bank Brasil S.A. Banco Multiplo Sao Paulo |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 1 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
BULGARIA | ING Bank N.V. Xxxxx Xxxxxx 00X Xxxxxxxx Xxxx Xxxxx 0000 XXXXXXXX |
ING Bank N.V. Sofia | ||
CANADA | Canadian Imperial Bank of Commerce Commerce Court West Security Level Toronto, Ontario M5L 1G9 CANADA |
Royal Bank of Canada Toronto | ||
Royal Bank of Canada 000 Xxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx Xxxxxxx X0X 0X0 XXXXXX |
Royal Bank of Canada Toronto | |||
CHILE | Banco Santander Xxxxx Xxxxxxx 000, Xxxx 0 Xxxxxxxx XXXXX |
Banco Santander Chile Xxxxxxxx | ||
CHINA –
SHANGHAI |
China B-Shares:
HSBC Bank (China) Company Limited 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client Relationship Team |
JPMorgan Chase Bank, N.A. New York (for B-Share Market) | ||
CHINA –
SHENZHEN |
China B-Shares:
HSBC Bank (China) Company Limited 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client Relationship Team |
JPMorgan Chase Bank, N.A. Hong Kong (for B-Share Market) | ||
COLOMBIA | Santander Investment Trust Colombia X.X. Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx XXXXXXXX |
Santander Investment Trust Colombia S.A. Bogota | ||
CROATIA | Privredna banka Zagreb d.d. Xxxxxx x.00 00000 Xxxxxx XXXXXXX |
Zagrebacka Banka d.d. Zagreb |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 2 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
CYPRUS | Marfin Popular Bank Public Company Ltd. 000 Xxxxxxxx Xxxxxx X.X. Xxx 00000 XX-0000 Xxxxxxx XXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
CZECH REPUBLIC | UniCredit Bank Czech Republic a.s. Xxxxxxxxx 0 000 00 Xxxxxx 0 XXXXX XXXXXXXX |
Ceskoslovenska obchodni banka, a.s. Prague | ||
DENMARK | Nordea Bank Danmark A/S Helgeshoj Alle 33 Hoje Taastrup DK-2630 Taastrup DENMARK |
Nordea Bank Danmark A/S Copenhagen | ||
EGYPT | Citibank, N.A. 4 Xxxxx Xxxxx Street Garden City Cairo EGYPT |
Citibank, N.A. Cairo | ||
ESTONIA | Swedbank AS Xxxxxxxxx 0 XX0000 Xxxxxxx XXXXXXX |
SEB Eesti Uhispank Tallinn | ||
FINLAND | Nordea Bank Finland Plc Xxxxxxx Xxxxx katu 3-5 FIN-00020 NORDEA Helsinki FINLAND |
X.X. Xxxxxx AG Frankfurt | ||
FRANCE | BNP Paribas Securities Services S.A. Les Grands Moulins xx Xxxxxx 0, xxx xx Xxxxxxxxxxx 00000 Xxxxxx XXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
Societe Generale 00 Xxxxxxxxx Xxxxxxxx 00000 Xxxxx XXXXXX |
X.X. Xxxxxx AG Frankfurt | |||
GERMANY | Deutsche Bank AG Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn GERMANY |
X.X. Xxxxxx AG Frankfurt | ||
X.X. Xxxxxx AG#** Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx XXXXXXX # For local German custody clients only. |
X.X. Xxxxxx AG Frankfurt |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 3 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
GHANA | Barclays Bank of Ghana Limited Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx XXXXX |
Barclays Bank of Ghana Limited Accra | ||
GREECE | HSBC Bank plc Messogion 109-111 11526 Athens GREECE |
X.X. Xxxxxx AG Frankfurt | ||
HONG KONG | The Hongkong and Shanghai Banking Corporation Limited 0/X, Xxxxx 0, XXXX Xxxxxx 0 Xxxx Xxxx Xxxx Xxxxxxx XXXX XXXX |
JPMorgan Chase Bank, N.A. Hong Kong | ||
HUNGARY | Deutsche Bank Zrt. Xxxx xxxx 00 X-0000 Xxxxxxxx XXXXXXX |
ING Bank N.V. Budapest | ||
*ICELAND* | Islandsbanki hf. Xxxxxxxxxxxx 0 XX-000 Xxxxxxxxx XXXXXXX |
Islandsbanki hf. Reykjavik | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* | ||||
INDIA | The Hongkong and Shanghai Banking Corporation Limited 2nd Floor, ‘Shiv” Plot No 139-140B Western Express Highway Sahar Road Junction Vile Parle-E Worli Mumbai 400 057 INDIA |
The Hongkong and Shanghai Banking Corporation Limited Mumbai | ||
JPMorgan Chase Bank, N.A.** 6th Floor, Paradigm ‘B’ Wing Mindspace, Malad (West) Mumbai 400 064 INDIA |
JPMorgan Chase Bank, N.A. Mumbai | |||
Standard Chartered Bank 00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx 000 000 XXXXX |
Standard Chartered Bank Mumbai |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 4 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
INDONESIA | Deutsche Bank AG Deutsche Bank Building 80 Jl. Xxxxx Xxxxxx Xxxxxxx 00000 XXXXXXXXX |
Deutsche Bank AG Jakarta | ||
IRELAND | Bank of Ireland New Century House Mayor Street Lower International Financial Services Centre Dublin 1 IRELAND |
X.X. Xxxxxx AG Frankfurt | ||
ISRAEL | Bank Leumi le-Israel B.M. 00, Xxxxxx Xxxxxx Xxxxxx 00000 Xxx Xxxx XXXXXX |
Bank Leumi le-Israel B.M. Tel Aviv | ||
ITALY | BNP Paribas Securities Services S.A. Xxx Xxxxxxx, 0 00000 Xxxxx XXXXX |
X.X. Xxxxxx AG Frankfurt | ||
JAPAN | Mizuho Corporate Bank, Limited 0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxx-Xx Xxxxx 000 XXXXX |
JPMorgan Chase Bank, N.A. Tokyo | ||
The Bank of Tokyo-Mitsubishi UFJ, Limited 0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxx-xx Xxxxx 000 XXXXX |
JPMorgan Chase Bank, N.A. Tokyo | |||
JORDAN | HSBC Bank Middle East Limited Xxxxx 0 Xxxxxx Xxxxxx, 0xx Xxxxxx Xxxxx XXXXXX |
HSBC Bank Middle East Limited Western Amman | ||
KAZAKHSTAN | SB HSBC Bank Kazakhstan JSC 00 Xxxxxx Xxxxxx Xxxxxx 000000 XXXXXXXXXX |
SB HSBC Bank Kazakhstan JSC Almaty | ||
KENYA | Barclays Bank of Kenya Limited c/o Barclaytrust Investment Services & Limited Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx XXXXX |
Barclays Bank of Kenya Limited Nairobi |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 5 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
KUWAIT | HSBC Bank Middle East Limited Kuwait City, Qibla Area Hamad Al-Saqr Street, Xxxxxxx Xxxxx X/0/0 Xxxxxx Xxxxx 00000 XXXXXX |
HSBC Bank Middle East Limited Safat | ||
LATVIA | Swedbank AS Balasta xxxxxx 0x Xxxx, XX-0000 XXXXXX |
Swedbank AS Riga | ||
LEBANON | HSBC Bank Middle East Limited HSBC Main Building Riad El Solh, P.O. Box 11-1380 1107-2080 Beirut LEBANON |
JPMorgan Chase Bank, N.A. New York | ||
LITHUANIA | AB SEB Xxxxxx 00 Xxxxxxxx xx. XX 0000 Xxxxxxx XXXXXXXXX |
XX SEB Bankas Vilnius | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* | ||||
LUXEMBOURG | BGL BNP Paribas 00 Xxxxxx X.X. Xxxxxxx X-0000 XXXXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
MALAYSIA | HSBC Bank Malaysia Xxxxxx 0 Xxxxx Xxxxxx 00000 Xxxxx Xxxxxx MALAYSIA |
HSBC Bank Malaysia Berhad Kuala Lumpur | ||
MALTA | HSBC Bank Malta p.l.c. 000 Xxxxxxxx Xxxxxx Xxxxxxxx XXX 00 XXXXX |
HSBC Bank Malta p.l.c. Valletta | ||
MAURITIUS | The Hongkong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity Ebene MAURITIUS |
The Hongkong and Shanghai Banking Corporation Limited Port Louis | ||
MEXICO | Banco Nacional de Mexico, S.A. Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxxx Xxxxx Xx 00000 Xxxxxx, D.F. MEXICO |
Banco Santander, S.A. Mexico, D.F. |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 6 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
MOROCCO | Societe Generale Marocaine de Banques 00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx 00000 XXXXXXX |
Attijariwafa Bank S.A. Casablanca | ||
NAMIBIA | Standard Bank Namibia Limited Mutual Platz Cnr. Xxxxxxxx and Post Streets X.X.Xxx 0000 Xxxxxxxx XXXXXXX |
The Standard Bank of South Africa Limited Johannesburg | ||
NETHERLANDS | BNP Paribas Securities Services S.A. Xxxxxxxxxxx 000 0000 XX Xxxxxxxxx XXXXXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
NEW ZEALAND | National Australia Bank Limited National Nominees Limited Level 2 BNZ Tower 000 Xxxxx Xxxxxx Xxxxxxxx XXX XXXXXXX |
Westpac Banking Corporation Wellington | ||
NIGERIA | Stanbic IBTC Bank Plc Xxxx 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx XXXXXXX |
The Standard Bank of South Africa Limited Johannesburg | ||
NORWAY | Nordea Bank Norge ASA Xxxxxxxxxxxxxx 0 XX Xxx 0000 XX-0000 Xxxx XXXXXX |
Nordea Bank Norge ASA Oslo | ||
OMAN | HSBC Bank Middle East Limited Bait Al Falaj Xxxx Xxxxxx Xxxx XX 000 XXXX |
HSBC Bank Middle East Limited Ruwi | ||
PAKISTAN | Standard Chartered Bank (Pakistan) Limited X.X. Xxx 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx 00000 XXXXXXXX |
Standard Chartered Bank (Pakistan) Limited Karachi | ||
*PALESTINE* | HSBC Bank Middle East Limited Xxxxx Xxxxxx X.X. Xxx 0000 Xxxxxxxx XXXXXXXXX |
HSBC Bank Middle East Limited Amman, Jordan (for JOD settlement) JPMorgan Chase Bank, N.A. New York (for USD settlement) | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 7 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
PERU | Citibank del Peru S.A. Xx. Xxxxxxx x Xxxxxxxx 000 Xxxx 0 Xxx Xxxxxx, Xxxx 00 XXXX |
Banco de Credito del Peru Lima | ||
PHILIPPINES | The Hongkong and Shanghai Banking Corporation Limited 7/F HSBC Centre 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxx 0000 Xxxxxx Xxxx XXXXXXXXXXX |
The Hongkong and Shanghai Banking Corporation Limited Taguig City | ||
POLAND | Bank Handlowy w. Warszawie S.A. xx. Xxxxxxxxxx 00 00-000 Xxxxxx 00 XXXXXX |
BRE Bank S.A. Warsaw | ||
PORTUGAL | BNP Paribas Securities Services S.A. Avenida D.Xxxx XX, Lote 1.18.01, Bloco B, 7º andar 0000-000 Xxxxxx XXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
QATAR | HSBC Bank Middle East Limited 2nd Floor, Ali Bin Ali Tower Building 150 (Airport Road) XX Xxx 00 Xxxx XXXXX |
HSBC Bank Middle East Limited Doha | ||
ROMANIA | ING Bank N.V. 00-00 Xxxxxxxx Xxxxxx 000000 Xxxxxxxxx 0 XXXXXXX |
ING Bank N.V. Bucharest | ||
*RUSSIA* | X.X. Xxxxxx Bank International** (Limited Liability Company) Xxxxxxxx 0/0, 0xx xxxxx Xxxxxxxxxxxx Xxxxxx 113054 Moscow RUSSIA |
JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) | ||
ING Bank (Eurasia) ZAO (Closed Joint Stock Company) 36 Xxxxxxxxxxxxxxxxxxx xxxxxx 000000 Xxxxxx XXXXXX
(For MinFins only) |
JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) | |||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 8 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
SAUDI ARABIA | SABB Securities Limited 0/X XXXX Xxxxxxxx Xxxxx Xxxx, Xx-Xxxxxx Disrict Xxxxxx 00000 XXXXX XXXXXX |
SABB Securities Limited Riyadh | ||
SERBIA | UniCredit Bank Srbija a.d. Airport City Belgrade Xxxxxxxxxxx Xxxxxxx 00 00000 Xxxxxxxx XXXXXX |
UniCredit Bank Srbija a.d. Belgrade | ||
SINGAPORE | DBS Bank Ltd. 000 Xxxxxxxxxx Xxxxxx #00-00 Xxx Xxx Xxxxxx 000000 XXXXXXXXX |
Oversea-Chinese Banking Corporation Singapore | ||
SLOVAK REPUBLIC | UniCredit Bank Slovakia a.s. Sancova 0/X XX-000 00 Xxxxxxxxxx XXXXXX XXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
SLOVENIA | UniCredit Banka Slovenija d.d. Xxxxxxxxxx 000 XX-0000 Xxxxxxxxx XXXXXXXX |
X.X. Xxxxxx AG Frankfurt | ||
SOUTH AFRICA | FirstRand Bank Limited 1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Cnr Xxxxxxxx and Xxxxx Xxxxxxx Xxxxxxxxxxxx 0000 XXXXX XXXXXX |
The Standard Bank of South Africa Limited Johannesburg | ||
SOUTH KOREA | Standard Chartered First Bank Korea Limited 000 XxxxXxxxx-xxxx XxxxxXx-Xx Xxxxx 000-000 XXXXX XXXXX |
Standard Chartered First Bank Korea Limited Seoul | ||
SPAIN | Santander Investment, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Xxxxxxxx xxx Xxxxx 00000 Xxxxxx XXXXX |
X.X. Xxxxxx AG Frankfurt | ||
SRI LANKA | The Hongkong and Shanghai Banking Corporation Limited 00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx 0 XXX XXXXX |
The Hongkong and Shanghai Banking Corporation Limited Colombo |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 9 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
SWEDEN | Nordea Bank AB (publ) Xxxxxxxxx 00 XX-000 00 Xxxxxxxxx XXXXXX |
Svenska Handelsbanken Stockholm | ||
SWITZERLAND | UBS AG 45 Xxxxxxxxxxxxxx 0000 Xxxxxx XXXXXXXXXXX |
UBS AG Zurich | ||
TAIWAN | JPMorgan Chase Bank, N.A.** 8th Floor, Cathay Xxx Xx Trading Building No. 108, Section 0, Xxxx Xx Xxxx Xxxxxx 000 XXXXXX |
JPMorgan Chase Bank, N.A. Taipei | ||
THAILAND | Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 90 North Sathorn Road Bangrak Silom, Bangrak Xxxxxxx 00000 XXXXXXXX |
Standard Chartered Bank (Thai) Public Company Limited Bangkok | ||
TRINIDAD AND TOBAGO | Republic Bank Limited 0-00 Xxxx Xxxxxx Xxxx xx Xxxxx XXXXXXXX XXX XXXXXX |
Republic Bank Limited Port of Spain | ||
TUNISIA | Banque Internationale Arabe de Tunisie, S.A. 00-00 Xxxxxx Xxxxx Xxxxxxxxx X.X. Xxx 000 0000 Xxxxx Xxxxx XXXXXXX |
Banque Internationale Arabe de Tunisie, X.X. Xxxxx | ||
TURKEY | Citibank A.S. O. Xxxx Xxxxxx Cad. Inkilap Mah., Yilmaz Plaza, No: 3 Xxxxxxxx, 00000 Xxxxxxxx XXXXXX |
JPMorgan Chase Bank, N.A. Istanbul | ||
*UKRAINE* | ING Bank Ukraine 00-X Xxxxxx Xxxxxx 00000 Xxxx XXXXXXX |
JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* | ||||
UGANDA | Barclays Bank of Uganda Limited Xxxxxxxx Xxxxx, Xxxx 0 Xxxxxxxxxx Xxxx Xxxxxxx XXXXXX |
Standard Chartered Bank Ltd. Kampala | ||
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 10 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
UNITED ARAB EMIRATES – ADX | HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES |
The National Bank of Abu Dhabi Abu Dhabi | ||
UNITED ARAB EMIRATES – DFM | HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES |
The National Bank of Abu Dhabi Abu Dhabi | ||
UNITED ARAB EMIRATES – NASDAQ Dubai | HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0,Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES |
JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) | ||
UNITED KINGDOM | JPMorgan Chase Bank, N.A.** 0 Xxxxxx Xxxxxx Xxxxxx XX0X 0XX XXXXXX XXXXXXX |
JPMorgan Chase Bank, N.A. London | ||
Deutsche Bank AG The Depository and Clearing Centre Lower Ground Floor 00 Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX XXXXXX XXXXXXX |
Varies by currency | |||
UNITED STATES | JPMorgan Chase Bank, N.A.** 0 Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 X.X.X. |
JPMorgan Chase Bank, N.A. New York | ||
URUGUAY | Banco Itaú Uruguay X.X. Xxxxxx 1463 Montevideo URUGUAY |
Banco Itaú Uruguay S.A. Montevideo. | ||
VENEZUELA | Citibank, N.A. Centro Comercial El Recreo Torre Norte, Piso 20 Avda. Casanora, Sabana Grande Caracas 1050 D.C. VENEZUELA |
Citibank, N.A. Caracas | ||
VIETNAM | HSBC Bank (Vietnam) Ltd. The Metropolitan, 000 Xxxx Xxxx Xxxxxx Xxxxxxxx 0 Xx Xxx Xxxx Xxxx XXXXXXX |
HSBC Bank (Vietnam) Ltd. Ho Chi Minh City |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 11 of 12 |
Last Updated September 19, 2010
COUNTRY |
SUB-CUSTODIAN |
CASH CORRESPONDENT BANK | ||
*WAEMU – Benin, Burkina Faso, Ivory Coast, Guinea-Bissau, Mali, Niger, Senegal, Togo* |
Société Générale de Banques en Côte d’Ivoire 5 et 7, Avenue J. Anoma - 01 B.P. 1355 Abidjan 00 XXXXX XXXXX |
Xxxxxxx Xxxxxxxx de Banques en Côte d’Ivoire Abidjan | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* | ||||
ZAMBIA | Barclays Bank Zambia Plc Elunda Park, Xxxx 0000 Xxxxxx XXXXXX |
Barclays Bank Zambia Plc Lusaka | ||
*ZIMBABWE* | Barclays Bank of Zimbabwe Limited Corporate Centre 1st Floor, Eastern Wing Birmingham Road, Cnr. Paisley Road Harare ZIMBABWE |
Barclays Bank of Zimbabwe Limited Harare | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.* |
** X.X. Xxxxxx affiliate | Correspondent banks are listed for information only. |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 12 of 12 |
Last Updated September 29, 2010
SECURITIES DEPOSITORIES
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
ARGENTINA | CDV (Caja de Valores S.A.) |
Equity, Corporate Debt, Government Debt | ||
CRYL (Central de Registration y Liquidacion de Pasivos Publicos y Fideicomisos Financieros) |
Treasury Bonds/Bills (issued after April 1996) | |||
AUSTRALIA | ASX Austraclear (Austraclear Limited) |
Corporate Debt, Money Market, Government Debt | ||
ASTC (ASX Settlement and Transfer Corporation Pty Limited) |
Equity | |||
AUSTRIA | OeKB (Oesterreichische Kontrollbank AG) |
Equity, Corporate Debt, Government Debt | ||
BAHRAIN | CDS (Bahrain Stock Exchange Clearing, Settlement and Central Depository System) |
Equity, Corporate Debt, Government Debt | ||
BANGLADESH | CDBL (Central Depository Bangladesh Limited) |
Equity, Government Debt | ||
BELGIUM | Euroclear Belgium | Equity, Corporate Xxxx | ||
XXX (National Bank of Belgium) |
Corporate Debt, Government Debt | |||
BERMUDA | BSD (Bermuda Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
BOTSWANA | CSDB (Central Securities Depository of Botswana) |
Equity | ||
BRAZIL | CBLC (Companhia Brasileira de Liquidacao e de Custodia) |
Equity | ||
CETIP (Central de Custodia e de Liquidacao Financiera de Titulos Privados) |
Corporate Debt | |||
SELIC (Sistema Especial de Liquidacao e Custodia) |
Government Debt | |||
BULGARIA | BNB (Bulgaria National Bank) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 1 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
CDAD (Central Depository A.D.) |
Equity, Corporate Debt | |||
CANADA | CDS (The Canadian Depository for Securities Limited) |
Equity, Corporate, Government Debt | ||
CHILE | DCV (Deposito Central de Valores S.A.) |
Equity, Corporate Debt, Government Debt | ||
CHINA – A-Share | CSDCC (China Securities Depository and Clearing Corporation Limited) |
Equity, Corporate Debt, Government Debt | ||
CHINA – B-Share (SHANGHAI) |
CSDCC, Shanghai Branch (China Securities Depository and Clearing Corporation Limited, Shanghai Branch) |
Equity, Corporate Debt, Government Debt | ||
CHINA – B-Share (SHENZHEN) |
CSDCC, Shenzhen Branch (China Securities Depository and Clearing Corporation Limited, Shenzhen Branch) |
Equity, Corporate Debt, Government Debt | ||
COLOMBIA | DCV (Deposito Central de Valores) |
Government Debt | ||
DECEVAL (Deposito Centralizado de Valores de Colombia S.A.) |
Equity, Corporate Debt, Government Debt | |||
CROATIA | SKDD (Central Depository and Clearing Company Inc. – Stredisnje klirinsko depozitarno drustro, d.d.) |
Equity, Corporate Debt, Government Debt | ||
CYPRUS | CSD (Cyprus Stock Exchange Central Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
CZECH REPUBLIC | CDCP (Centrální depozitář Cenných Papírůo) |
Equity, Corporate Debt, Government Debt | ||
CNB (Ceska Narodni Banka) |
Government Debt | |||
DENMARK | VP (VP Securities A/S) |
Equity, Corporate Debt, Government Debt | ||
EGYPT | MCDR (Misr for Clearing, Depository and Central Registry) |
Equity, Corporate 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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 2 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
CBE (Central Bank of Egypt) |
Government Debt | |||
ESTONIA | ECSD (Estonian Central Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
FINLAND | Euroclear Finland (Euroclear Finland Ltd) |
Equity, Corporate Debt, Government Debt | ||
FRANCE | Euroclear France (Euroclear France S.A.) |
Equity, Corporate Debt, Government Debt | ||
GERMANY | CBF (Clearstream Banking AG (Frankfurt)) |
Equity, Corporate Debt, Government Debt | ||
GHANA | CSD (Central Securities Depository (Ghana) Limited) |
Government Debt | ||
GSD (GSE Securities Depository Company Limited) |
Equity. Corporate Debt | |||
GREECE | CSD (Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry) |
Equity, Corporate Debt | ||
BoG (Bank of Greece) |
Government Debt | |||
HONG KONG | HKSCC (Hong Kong Securities Clearing Company Limited) |
Equity | ||
HKMA CMU (Hong Kong Monetary Authority Central Moneymarkets Unit) |
Corporate Debt, Government Debt | |||
HUNGARY | KELER Zrt. (Central Clearing House and Depository (Budapest) Ltd.) |
Equity, Corporate Debt, Government Debt | ||
ICELAND | ISD (The Islandic Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
INDIA | NSDL (National Securities Depository Limited) |
Equity, Corporate Debt, Government Debt | ||
CDSL (Central Depository Services (India) Limited) |
Equity, Corporate Debt, Government Debt | |||
RBI (Reserve Bank of India) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 3 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
INDONESIA | KSEI (PT Kustodian Sentral Efek Indonesia) |
Equity, Corporate Debt | ||
Bank Indonesia | Government Debt | |||
INTERNATIONAL SECURITIES MARKET | Euroclear Bank (Euroclear Bank S.A./N.V.) |
Internationally Traded Debt, Equity | ||
CBL (Clearstream Banking, S.A.) |
Internationally Traded Debt, Equity | |||
IRELAND | Euroclear UK & Ireland (Euroclear UK & Ireland Limited) |
Equity, Corporate Debt | ||
ISRAEL | TA-SECH (Tel Aviv Stock Exchange Clearing House Ltd.) |
Equity, Corporate Debt, Government Debt | ||
ITALY | Monte Titoli S.p.A. | Equity, Corporate Debt, Government Debt | ||
JAPAN | JASDEC (Japan Securities Depository Center, Incorporated) |
Equity, Convertible Debt | ||
BoJ (Bank of Japan) |
Registered Government Debt | |||
JORDAN | SDC (Securities Depository Center) |
Equity, Corporate Debt | ||
KAZAKHSTAN | CSD (Central Securities Depository JSC) |
Equity | ||
KENYA | CBCD (Central Bank Central Depository) |
Government Debt | ||
CDSC (Central Depository and Settlement Corporation Limited) |
Equity, Corporate Debt | |||
KUWAIT | KCC (The Kuwait Clearing Company S.A.K.) |
Equity, Corporate Debt | ||
LATVIA | LCD (Latvian Central Depository) |
Equity, Corporate Debt, Government Debt | ||
LEBANON | Midclear X.X.X. (Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East X.X.X.) |
Equity | ||
BDL (Banque du Liban) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 4 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
LITHUANIA | CSDL (Central Securities Depository of Lithuania) |
Equity, Corporate Debt, Government Debt | ||
LUXEMBOURG | CBL (Clearstream Banking, S.A.) |
Equity | ||
MALAYSIA | Bursa Depository (Bursa Malaysia Depository Sdn Bhd) |
Equity, Corporate Debt | ||
BNM (Bank Negara Malaysia) |
Government Debt | |||
MALTA | CSD (The Central Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
MAURITIUS | CDS (Central Depository & Settlement Co. Ltd) |
Equity, Corporate Debt | ||
BOM (Bank of Mauritius) |
Government Debt | |||
MEXICO | INDEVAL (S.D. INDEVAL S.A. de C.V.) |
Equity, Corporate Debt, Government Debt | ||
MOROCCO | Maroclear | Equity, Corporate Debt, Government Debt | ||
NETHERLANDS | Euroclear Nederland | Equity, Corporate Debt, Government Debt | ||
NEW ZEALAND | NZCSD (New Zealand Central Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
NIGERIA | CSCS (Central Securities Clearing System Limited) |
Equity, Corporate Debt, Government Debt | ||
NORWAY | VPS (Verdipapirsentralen ASA) |
Equity, Corporate Debt, Government Debt | ||
OMAN | MCD (Muscat Clearing and Depository) |
Equity, Corporate Debt | ||
PAKISTAN | CDC (Central Depository Company of Pakistan Limited) |
Equity, Corporate Debt | ||
SBP (State Bank of Pakistan) |
Government Debt | |||
PALESTINE | CDS (Palestine Stock Exchange Central Depository and Settlement Department) |
Equity | ||
PERU | CAVALI (CAVALI ICLV S.A.) |
Equity, Corporate Debt, 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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 5 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
PHILIPPINES | PDTC (Philippine Depository and Trust Corp.) |
Equity, Corporate Debt | ||
XxXX (Register of Scripless Securities) |
Government Debt | |||
POLAND | NDS (National Depository for Securities S.A.) |
Equity, Long-Term Government Debt | ||
RPW (Registry of Securities) |
Short-Term Government Debt | |||
PORTUGAL | INTERBOLSA (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.) |
Equity, Corporate Debt, Government Debt | ||
QATAR | QE (Qatar Exchange) |
Equity | ||
ROMANIA | CD S.A. (Central Depository S.A.) |
Equity, Corporate Debt | ||
NBR (National Bank of Romania) |
Government Debt | |||
RUSSIA | VTB (Vneshtorgbank) |
Government Debt (Ministry of Finance Bonds) | ||
DCC (Depository Clearing Company) |
Equity, Corporate Debt | |||
NDC (The National Depository Center) |
Equity, Corporate Debt, Government Debt (GKOs/OFZs, T-bills) | |||
SAUDI ARABIA | Tadawul (The Saudi Securities Exchange (Tadawul) Company) |
Equity, Corporate Debt | ||
SAMA (Saudi Arabian Monetary Authority) |
Government Debt | |||
SERBIA | CSD (Central Securities Depository and Clearing House for Serbia) |
Equity, Corporate Debt, Government Debt | ||
SINGAPORE | CDP (The Central Depository (Pte) Limited) |
Equity, Corporate Debt | ||
MAS (Monetary Authority of Singapore) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 6 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
SLOVAK REPUBLIC | CDCP (Centralny depozitar cennych papierov SR, a.s.) |
Equity, Corporate Debt, Government Debt | ||
SLOVENIA | KDD (Centralna klirinsko depotna xxxxxx x.x.) |
Equity, Corporate Debt, Government Debt | ||
SOUTH AFRICA | Strate Ltd. (Strate Central Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
SOUTH KOREA | KSD (Korea Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
SPAIN | IBERCLEAR (Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.) |
Equity, Corporate Debt, Government Debt | ||
SRI LANKA | CDS (Central Depository System (Private) Limited) |
Equity, Corporate Debt | ||
LankaSecure | Government Debt | |||
SWEDEN | Euroclear Sweden (Euroclear Sweden AB) |
Equity, Corporate Debt, Government Debt | ||
SWITZERLAND | SIX SIS (SIX SIS AG) |
Equity, Corporate Debt, Government Debt | ||
TAIWAN | TDCC (Taiwan Depository and Clearing Corporation) |
Equity, Corporate Debt | ||
CBC (Central Bank of the Republic of China) |
Government Debt | |||
THAILAND | TSD (Thailand Securities Depository Company Limited) |
Equity, Corporate Debt, Government Debt | ||
TRINIDAD AND TOBAGO | TTCD (The Trinidad and Tobago Central Depository Limited) |
Equity, Corporate Debt, Government Debt | ||
TUNISIA | STICODEVAM (Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres) |
Equity, Corporate Debt, Government Debt | ||
TURKEY | CRA (Central Registry Agency) |
Equity, Corporate Debt | ||
CBRT (Central Bank of the Republic of Turkey) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 7 of 8 |
Last Updated September 29, 2010
COUNTRY |
DEPOSITORY |
INSTRUMENTS | ||
UGANDA | BoU (Bank of Uganda) |
Government Debt | ||
SCD (Securities Central Depository Limited) |
Equity, Corporate Debt | |||
UKRAINE | AUSD (All Ukrainian Securities Depository) |
Corporate Debt, Equity | ||
UNITED ARAB EMIRATES – ADX |
ADX (Abu Dhabi Securities Exchange) |
Equity, Corporate Debt, Government Debt | ||
UNITED ARAB EMIRATES – DFM |
DFM (Dubai Financial Market) |
Equity, Corporate Debt, Government Debt | ||
UNITED ARAB EMIRATES – NASDAQ Dubai |
NASDAQ Dubai (NASDAQ Dubai Limited) |
Corporate Debt | ||
UNITED KINGDOM | Euroclear UK & Ireland (Euroclear UK & Ireland Limited) |
Equity, Corporate Debt, Government Debt | ||
UNITED STATES | DTC (The Depository Trust Company) |
Equity, Corporate Debt | ||
FRB (Federal Reserve Bank) |
Government Debt, Mortgage Backed Securities | |||
URUGUAY | BCU (Banco Central del Uruguay) |
Government Debt | ||
VENEZUELA | BCV (Banco Central de Venezuela) |
Government Debt | ||
CVV (Caja Venezolana de Valores, S.A.) |
Equity, Corporate Debt, Money Market | |||
VIETNAM | VSD (Vietnam Securities Depository) |
Equity, Corporate Debt, Government Debt | ||
WAEMU – Benin, Burkina Faso, Ivory Coast, Guinea-Bissau, Mali, Niger, Senegal, Togo |
DC/BR (Le Depositaire Central / Banque de Reglement) |
Equity, Corporate Debt, Government Debt | ||
ZAMBIA | CSD (XxXX Central Shares Depository Limited) |
Equity, Government Debt | ||
BoZ (Bank of Zambia) |
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 X.X. Xxxxxx. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. X.X. Xxxxxx 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.
Page 8 of 8 |