GLOBAL CUSTODY AGREEMENT
This
AGREEMENT is
effective as of December 14, 2006, and is between STATE STREET BANK AND TRUST
COMPANY ("Bank") and each of the
investment
companies and other pooled investment vehicles (which may be organized as
corporations, business or other trusts, limited liability companies,
partnerships or other entities) managed by Capital Research and Management
Company and listed on Appendix A hereto, as such Appendix may be amended
from
time to time (each a "Customer").
WHEREAS,
each
Customer is or may be organized with one or more series of shares, each of
which
shall represent an interest in a separate investment portfolio of cash,
securities and other assets;
WHEREAS,
each
Customer desires to appoint, in accordance with the provisions of the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations
thereunder, Bank as custodian on behalf of itself or those of its existing
or
additional series of shares that are also listed on Appendix A hereto (each
such
listed investment portfolio being referred to hereinafter as a “Portfolio”), and
Bank has agreed to act as custodian for the Portfolios under the terms and
conditions hereinafter set forth;
WHEREAS,
for
administrative purposes only, each Customer wishes to evidence its individual
agreement with Bank in a single instrument, notwithstanding each Customer’s
intention to be separately bound;
NOW
THEREFORE, Bank
and each Customer agree as follows:
|
Appointment
of Custodian; Customer
Accounts.
|
Customer
hereby
appoints Bank as its custodian for each Portfolio. Bank hereby accepts such
appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2
hereof) shall establish and maintain the following accounts in the name of
Customer on behalf of each Portfolio:
(a) a
Custody Account
for Securities and other Financial Assets (as such terms are defined in Section
2 hereof); and
(b) an
account
(“Deposit Account”) for any and all cash in any currency received by Bank or its
Subcustodian for the account of the Portfolio, which cash shall not be subject
to withdrawal by draft or check.
Customer
warrants
its authority on behalf of each Portfolio to: (i) deposit the Financial Assets
and cash (collectively, "Assets") received in the Custody Account or the
Deposit
Account, as the case may be (collectively, “Accounts”) and (ii) give
Instructions concerning the Accounts and such Instructions shall be clear
as to
which Portfolio they relate. Bank may deliver Financial Assets with different
certificate number(s) but which are otherwise identical in all respects
(including, without limitation, any related CUSIP, ISN, rights and privileges)
to Financial Assets deposited in the Custody Account.
Bank
shall be
accountable under the terms of this agreement to the Customer for all Assets
held in the Accounts and shall take prompt and appropriate action to remedy
any
discrepancies with respect to such Assets.
Upon written
agreement between Bank and Customer, additional Accounts may be established
and
separately accounted for as additional Accounts hereunder.
As
used
herein, the
following terms shall have the following respective meanings:
(a) “Affiliate”
shall
mean an entity controlling, controlled by, or under common control with,
another
entity.
(b) “Authorized
Person"
shall mean an employee or agent (including an investment manager) designated
by
prior written notice from Customer or its designated agent to act on behalf
of
Customer hereunder. Such persons shall continue to be Authorized Persons
until
such time as Bank receives Instructions from Customer or its designated agent
that any such employee or agent is no longer an Authorized Person.
(c) “Certificated
Security” shall mean a Security that is represented by a
certificate.
(d) “Custody
Account”
shall mean each custody account on Bank’s records to which Financial Assets are
or may be credited pursuant hereto.
(e) “Eligible
Foreign
Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall
include any
entity
qualifying as such pursuant to an exemp-tion, rule or other appropriate action
of the U.S. Securities and Exchange Commission).
(f) “Eligible
Securities Depository” shall have the meaning assigned thereto in Rule 17f-7
(and shall include any entity qualifying as such pursuant to an exemption,
rule
or other appropriate action of the U.S. Securities and Exchange
Commission).
(g) “Eligible
Contract”
shall mean a currently effective written contract between Bank and a
Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5
(including any amendments thereto or successor provisions).
(h) “Entitlement
Holder” shall mean the person on the records of a Securities Intermediary as the
person having a Securities Entitlement against the Securities
Intermediary.
(i) “Financial
Asset”
shall have the meaning assigned thereto in Article 8 of the Uniform Commercial
Code, which, as of the date hereof, generally means:
(i) a
Security;
(ii) an
obligation of a
person or a share, participation or other interest in a person or property
or
enterprise of a person, which is, or is of a type, dealt in or traded on
financial markets, or which is recognized in any area in which it is issued
or
dealt in as a medium for investment; or
(iii) any
property that
is held by a Securities Intermediary for another person in a Securities account
if the Securities Intermediary has expressly agreed with the other person
that
the property is to be treated as a financial asset under Article 8 of the
Uniform Commercial Code. As the context requires, the term means either the
interest itself or the means by which a person’s claim to it is evidenced,
including a Certificated Security or an Uncertificated Security, a Security
certificate, or a Security Entitlement. Financial Asset shall in no event
mean
cash.
(j) “Foreign
Assets”
shall have the meaning assigned thereto under Rule 17f-5, which, as of the
date
hereof, means any investments (including foreign currencies) for which the
primary market is outside the United States, and any cash and cash equivalents
that are reasonably necessary to effect Customer’s transactions in those
investments.
(k) “Instructions"
shall
mean instructions of any Authorized Person received by Bank, via telephone,
telex, facsimile transmission, bank wire or other teleprocess or electronic
instruction or trade information system (which may include Internet-based
systems involving appropriate testing and authentication) acceptable to Bank
which Bank believes in good faith to have been given by, or under the direction
of, Authorized Persons. The
term
"Instructions" includes, without limitation, instructions to sell, assign,
transfer, deliver, purchase or receive for the Custody Account, any and all
stocks, bonds and other Financial Assets or to transfer funds in the Deposit
Account.
(l) “Local
Practice”
shall mean the
customary
securities trading or securities processing practices and procedures generally
accepted by Institutional Investors in the jurisdiction or market in which
the
transaction occurs, including, without limitation:
(i)
delivering
Financial Assets to the purchaser thereof or to a dealer therefor (or an
agent
for such purchaser or dealer) with the expectation of receiving later payment
for such securities from such purchaser or dealer;
(ii)
delivering
cash to a seller or a dealer (or an agent for such seller or dealer) against
expectation of receiving later delivery of purchased Financial Assets; or
(iii)
in the case
of a purchase or sale effected through a securities system, in accordance
with
the rules governing the operation of such system.
(m) “Institutional
Investor” shall mean a major commercial bank, corporation, insurance company, or
substantially similar institution, which, as a substantial part of its business
operations, purchases and sells Financial Assets and makes use of global
custodial services.
(n) “Intermediary
Custodian” shall mean any Subcustodian that is a Securities Intermediary and is
qualified to act as a custodian.
(o) “Riders”
shall
have
the meaning assigned thereto in Section 16(f) of this Agreement.
(p) “Rule
17f-5” shall
mean rule 17f-5 under the 1940 Act, including any amendments thereto or
successor rules.
(q) “Rule
17f-7” shall
mean rule 17f-7 under the 1940 Act, including any amendments thereto or
successor rules.
(r) “Security”
shall
have the meaning assigned thereto in Article 8 of the Uniform Commercial
Code,
which, as of the date hereof, generally means an obligation of an issuer
or a
share, participation, or other interest in an issuer or in property or an
enterprise of an issuer:
(i) which
is
represented by a security certificate in bearer or registered form, or the
transfer of which may be registered upon books maintained for that purpose
by or
on behalf of the issuer;
(ii) which
is one of a
class or series or by its terms is divisible into a class or series of shares,
participations, interests, or obligations; and
(iii) which:
(A) is,
or is of a
type, dealt in or traded on securities exchanges or securities markets;
or
(B) is
a medium for
investment and by its terms expressly provides that it is a security governed
by
Article 8 of the Uniform Commercial Code.
(s) “Securities
Depository” means a clearing corporation that is registered with the
U.S.
Securities and Exchange Commission as a clearing agency under section 17A
of the
Securities Exchange Act of 1934; or a Federal Reserve Bank or other person
authorized to operate the federal book entry system described in the regulations
of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry
systems operated pursuant to comparable regulations of other federal
agencies.
(t) “Securities
Entitlement” shall mean the rights and property interest of an Entitlement
Holder with respect to a Financial Asset as set forth in Part 5 of Article
8 of
the Uniform Commercial Code.
(u) “Securities
Intermediary” shall have the meaning assigned thereto in Article 8 of the
Uniform Commercial Code, which, as of the date hereof, means Bank, a
Subcustodian, a securities depository, clearing corporation or any other
person,
including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.
(v) “Uncertificated
Security” shall mean a Security that is not represented by a
certificate.
(w) “Uniform
Commercial
Code” shall mean the Uniform Commercial Code of the State of New York, as
amended from time to time.
|
3.
|
Maintenance
of Financial Assets and Cash at Bank and Subcustodian
Locations.
|
Unless
Instructions
specifically require another location reasonably acceptable to
Bank:
(a) Financial
Assets
shall be held in the country or other jurisdiction in which the principal
trading market for such Financial Assets is located, where such Financial
Assets
are to be presented for payment or where such Financial Assets are acquired;
and
(b) Cash
shall be
credited to an account in a country or other jurisdiction in which such cash
may
be legally deposited or is the legal currency for the payment of public or
private debts.
Cash
may be held
pursuant to Instructions in such accounts as may be available for the particular
currency, recognizing that accounts bearing commercially reasonable interest
will be used to the extent such use does not violate applicable law. To the
extent Instructions are issued and Bank can comply with such Instructions,
Bank
is authorized to maintain cash balances on deposit for Customer with itself
(or
its Affiliates, in accordance with applicable law and regulation), at such
commercially reasonable rates of interest as may from time to time be paid
on
such accounts, or in non-interest bearing accounts as Customer may direct,
if
acceptable to Bank.
If
Customer wishes
to have any Foreign Assets belonging to one or more Portfolios held in the
custody of an institution other than the established Subcustodians as defined
in
Section 4 (or an Eligible Securities Depository listed on Schedule B hereto),
such arrangement must be authorized by a written agreement, signed by Bank
and
Customer.
If
Bank places and
maintains Customer’s Financial Assets, corresponding to a Securities
Entitlement, with a Securities Depository or Intermediary Custodian, Bank
must:
(x) at
a minimum
exercise due care in accordance with reasonable commercial standards in
discharging its duty as a Securities Intermediary to obtain and thereafter
maintain such Financial Assets;
(y)
provide,
promptly
upon request by Customer, such reports as are available concerning the internal
accounting controls and financial strength of Bank; and
(z)
require
any
Intermediary Custodian at a minimum to exercise due care in accordance with
reasonable commercial standards in discharging its duty as a Securities
Intermediary to obtain and thereafter maintain Financial Assets corresponding
to
the Securities Entitlements of its Entitlement Holders.
(a) Bank
may act under
the Agreement through the subcustodians with which Bank has entered into
Eligible Contracts and which are listed on Schedule A attached hereto
(“Subcustodians”). Bank reserves the right, exercising reasonable care, prudence
and diligence, to amend Schedule A from time to time. Any such amendment
shall
be effective upon 45 calendar days’ written notice to Customer in accordance
with the Agreement, or such shorter period as Bank reasonably believes is
necessary, with due regard to the continuing reasonable care of the Customer’s
Foreign Assets in accordance with Rule 17f-5.
(b) Bank
hereby
represents to Customer that each Subcustodian is an Eligible Foreign Custodian.
If Schedule A is amended to add one or more Subcustodians, this representation
shall be effective as to the amended Schedule on the date of such amendment.
Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible
Foreign Custodian.
(c) Customer
authorizes
Bank to hold Assets belonging to each Portfolio in accounts that Bank has
established with one or more of its branches or such Subcusto-dians, provided
that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody
Manager has made the determinations required by Rule 17f-5 with respect to
the
Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not
acting as Foreign Custody Manager for the relevant Portfolio at such time,
Customer shall give Bank appropriate notice of such determinations.
| 5. |
Appointment
as Foreign Custody Manager.
|
Customer
hereby
appoints Bank as its Foreign Custody Manager for each Portfolio in accordance
with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank
shall
act in conformity with such rule (including any amendments thereto or successor
provisions) for as long as Bank acts as Customer’s Foreign Custody Manager.
Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a
particular country or other political or geographical jurisdiction) may be
terminated at any time by Customer or Bank, regardless of whether Bank serves
as
custodian for such Portfolio hereunder. Any such termination as to one or
more
Portfolios (or jurisdictions) shall be effected in a manner consistent with
the
provisions for notice and termination set forth elsewhere in this Agreement.
Bank shall not be obligated to serve in this capacity for a Portfolio if
Bank no
longer acts as Customer’s custodian for such Portfolio.
As
of the date
hereof, Rule 17f-5 provides that Customer
may from
time to time place or maintain in the care of an Eligible Foreign Custodian
any
of Customer’s Foreign Assets, provided
that:
(a) Customer’s
Foreign
Custody Manager determines that Customer’s assets will be subject to reasonable
care, based on the standards applicable to custodians in the relevant market,
if
maintained with the Eligible Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets, including, without limitation:
|
(i)
|
The
Eligible
Foreign Custodian’s practices, procedures, and internal controls,
including, but not limited to, the physical protections available
for
Certificated Securities (if applicable), the method of keeping
custodial
records, and the security and data protection practices;
|
|
(ii)
|
Whether
the
Eligible Foreign Custodian has the requisite financial strength
to provide
reasonable care for Foreign Assets;
|
|
(iii)
|
The
Eligible
Foreign Custodian’s general reputation and standing; and
|
|
(iv)
|
Whether
Customer will have jurisdiction over and be able to enforce judgments
against the Eligible Foreign Custodian, such as by virtue of the
existence
of any offices of the custodian in the United States or the custodian’s
consent to service of process in the United
States.
|
(b) The
arrangement
with the Eligible Foreign Custodian is governed by a written contract that
Customer’s Foreign Custody Manager, has determined will provide reasonable care
for Customer’s assets based on the standards set forth in paragraph (a)
above.
|
(i)
|
Such
contract
must provide:
|
(A) For
indemnification
or insurance arrangements (or any combination of the foregoing) that will
adequately protect Customer against the risk of loss of Foreign Assets held
in
accordance with such contract;
(B) That
Foreign Assets
will not be subject to any right, charge, security interest, lien or claim
of
any kind in favor of the Eligible Foreign Custodian or its creditors, except
a
claim of payment for their safe custody or administration or, in the case
of
cash deposits, liens or rights in favor of creditors of the custodian arising
under bankruptcy, insolvency, or similar laws;
(C) That
beneficial
ownership of the Foreign Assets will be freely transferable without the payment
of money or value other than for safe custody or administration;
|
(D)
|
That
adequate
records will be maintained identifying the assets as belonging
to Customer
or as being held by a third party for the benefit of
Customer;
|
(E) That
Customer’s
independent public accountants will be given access to those records or
confirmation of the contents of those records; and
(F) That
Customer will
receive periodic reports with respect to the safekeeping of Customer’s assets,
including, but not limited to, notification of any transfer to or from
Customer’s account or a third party account containing assets held for the
benefit of Customer.
|
(ii)
|
Such
contract
may contain, in lieu of any or all of the provisions specified
in
paragraph (b)(i) above, such other provisions that Customer’s Foreign
Custody Manager, reasonably determines will provide, in their entirety,
the same or a greater level of care and protection for the Foreign
Assets
as the specified provisions, in their
entirety.
|
|
(c)
|
(i)
|
Customer’s
Foreign Custody Manager, has established a system to monitor the
appropriateness of maintaining Customer’s assets with a particular
custodian
under
paragraph (a) above, and to monitor performance of the contract
under
paragraph (b) above.
|
|
(ii)
|
If
an
arrangement no longer meets these requirements, Customer
must
withdraw its assets from the Eligible Foreign Custodian as soon
as
reasonably practicable.
|
Customer’s
Foreign
Custody Manager will provide written reports in a form reasonably acceptable
to
Customer (or an Authorized Person) notifying Customer’s Board of Directors (or
equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign
Assets with a particular custodian and of any material change in Customer’s
non-U.S. custody arrangements, with the reports to be provided to the Board
at
such times as the Board deems reasonable and appropriate based on the
circumstances of Customer’s non-U.S. custody arrangements.
Customer
hereby
confirms that Customer will withdraw its Foreign Assets from any non-U.S.
custodian as soon as reasonably practicable upon written notification from
Customer’s Foreign Custody Manager that custody arrangements with such custodian
no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”).
Customer also confirms that, if Bank is acting as Customer’s Foreign Custody
Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign
Custody Manager, shall have no further responsibility under this Agreement
in
relation to Customer’s Foreign Assets held under any custody arrangement covered
by such Adverse Notification following the Adverse Notification. (However,
the
existence of an Adverse Notification shall not affect the scope of
responsibilities, or the standard of care, applicable to Bank in relation
to
such Assets under other provisions of this Agreement.)
6. Securities
Depositories.
(a) Bank
hereby
represents to Customer that each securities depository listed on Schedule
B is
an Eligible Securities Depository. If Schedule B is amended, this representation
shall be effective as to the amended Schedule on the date of such amendment.
Bank shall promptly advise Customer if any securities depository listed on
Schedule B ceases to be an Eligible Securities Depository.
(b) Bank
shall provide
Customer an analysis of the custody risks (which analyses may be provided
to
Customer electronically) associated with maintaining Customer’s Foreign Assets
with each Eligible Securities Depository used by Bank and at which any Foreign
Assets of Customer are held or are expected to be held. Bank shall use
reasonable efforts to provide such analysis at least annually on March
31st
of each calendar
year (or, in the case of an Eligible Securities Depository not used by Bank
as
of the agreed upon date, prior to the initial placement of Customer’s Foreign
Assets at such Depository after such date). Bank shall monitor the
custody risks
associated with maintaining
Custo-mer’s Foreign Assets at each such Eligible Securities
Depository
on a continuing
basis, and shall promptly notify Customer or its investment adviser of any
material changes in such risks.
(c) Bank
shall, upon
Customer’s reasonable request from time to time, provide certain additional
information (“Additional Information”) to Customer beyond the scope of the
information Bank is otherwise obligated to provide to Customer under this
Agreement, or any other agreement between the parties relating to Customer’s
Foreign Assets. For example, Additional Information may relate to a
country’s
financial
infrastructure, prevailing custody and settlement practices, laws applicable
to
the safekeeping and recovery of Foreign Assets held in custody, and the
likelihood of nationalization, currency controls and similar risks, but shall
not include information required to be provided under this Agreement or any
other agreement between the parties relating to Customer’s Foreign
Assets.
(d) Bank’s
obligation
to provide Customer with Additional Information shall be limited to the extent
Additional Information is (i) already in the possession of Bank, or (ii)
available to Bank using commercially reasonable means. Customer
hereby
acknowledges that: (i) Additional Information is designed solely to inform
Customer of certain 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 does not
assume
responsibility for inaccuracies or incomplete information attributable to
actions or omissions of third parties. (For this purpose, “third parties” shall
not include any of the Subcustodians listed on Schedule A, except to the
extent
that, in a given case, a Subcustodian accurately transmitted
information it had itself received from a third party (such as from a regulator
or securities depository) rather than information it had generated
itself.)
(e) Customer
and Bank
hereby acknowledge and agree that the decision to place Customer's Foreign
Assets with an Eligible Securities Depository shall be made by Customer's
investment adviser (subject to the Board's oversight) or the Customer, after
consideration of the information provided by Bank and other information Customer
deems relevant, and based on standards of care that are generally applicable
to
investment advisers and the Board. Further, the parties understand that the
decision to place Customer’s Foreign Assets with an Eligible Securities
Depository does not have to be made separately, but may be made in the overall
context of the decision to invest in a particular country.
|
Use
of Subcustodians and Securities
Depositories.
|
(a) Bank
shall identify
the Assets on its books as belonging to Customer and identify the Portfolio
to
which such Assets belong.
(b) A
Subcustodian
shall hold such Assets together with assets belonging to other customers
of Bank
in accounts identified on such Subcustodian's books as custody accounts for
the
exclusive benefit of customers of Bank, such that it is readily apparent
that
the Assets do not belong to Bank or the Subcustodian.
(c) Any
Financial
Assets in the Accounts held by a Subcustodian shall be subject only to the
instructions of Bank or its agent. Any Financial Assets held in a securities
depository for the account of a Subcustodian shall be subject only to the
instructions of such Subcustodian or its agent.
(d) Where
Securities
are deposited by a Subcustodian with a securities depository, Bank shall
cause
the Subcustodian to identify on its books as belonging to Bank, as agent,
the
Securities shown on the Subcustodian’s account on the books of such securities
depository,
such that it is
readily apparent that the Securities do not belong to Bank or the
Subcustodian.
(e) Bank
shall supply
periodically, as mutually agreed upon, a statement in respect of any Securities
and cash, including identification of the foreign entities having custody
of the
Securities and cash and descriptions thereof.
(a) Bank
(or the
applicable Subcustodian) shall make payments from the Deposit Account upon
receipt of Instructions which include all information reasonably required
by
Bank.
(b) In
the event that
any payment to be made under this Section 8 exceeds the funds available in
the
Deposit Account, Bank, in its discretion, may advance Customer such excess
amount which shall be deemed a loan payable on demand, bearing interest at
the
rate customarily charged by Bank on similar loans.
(c) Bank
shall, or
shall cause the applicable Subcustodian to: (i) subject to the last sentence
hereof, collect all amounts due and payable to Customer with respect to
Financial Assets and other assets held in the Accounts; (ii) promptly notify
Customer of the collection of income or other payments in a currency other
than
US dollars that relate to Financial Assets or other Assets held by Bank (or
the
applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and
Customer; (iii) promptly credit to the account of Customer all income and
other
payments relating to Financial Assets or other Assets held by Bank hereunder
upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or
payments or as otherwise agreed in writing by Customer and Bank; and (iv)
promptly endorse and deliver instruments required to effect such collections.
If
Bank credits the Deposit Account on a payable date, or at any time prior
to
actual collec-tion and reconciliation to the Deposit Account, with interest,
dividends, redemptions or any other amount due, Customer shall promptly return
any such amount upon oral or written notification: (i) that such amount has
not
been received in the ordinary course of business or (ii) that such amount
was
incorrectly credited. If Customer does not promptly return any amount upon
such
notification, Bank shall be entitled, upon oral or written notification to
Customer, to reverse such credit by debiting the Deposit Account for the
amount
pre-viously credited. Bank shall furnish regular overdue income reports to
Customer in writing (or by any means by which Instructions may be transmitted
hereunder, other than by telephone) of any amounts payable with respect to
Financial Assets or other Assets of Customer if such amounts are not received
by
Bank (or the applicable Subcustodian) when due (or otherwise in accordance
with
Local Practice). Bank or its Subcustodian shall have no duty or obligation
to
institute legal proceedings, file a claim or a proof of claim in any insolvency
proceeding or take any other action with respect to the collection of such
amount, but will reasonably notify Customer of any such proceedings known
to
Bank and may act for Customer upon Instructions after consultation with
Customer.
(a) Financial
Assets
shall be transferred, exchanged or delivered by Bank or its Subcustodian
upon
receipt by Bank of Instructions which include all information reasonably
required by Bank. Settlement and payment for Financial Assets received for,
and
delivery of Financial Assets out of, the Custody Account shall be made in
accordance with Local Practice. In
connection with
the foregoing, where Bank believes in good faith that use of a reasonably
available alternative practice to Local Practice would be more protective
of
Financial Assets than Local Practice, Bank shall advise Customer of such
practice and Customer may authorize its use solely in such instance or consent
that such practice shall thereafter be deemed to be Local Practice.
(b) Bank
shall effect
book entries on a contractual settlement date accounting basis with respect
to
the settlement of trades in those markets where Bank generally offers
contractual settlement day accounting and shall notify Customer of these
markets
from time to time. On the contractual settlement date for a sale, Bank shall
credit the Cash Account with the sales proceeds of the sale and transfer
the
relevant Financial Assets to an account pending settlement of the trade if
not
already delivered. On the contractual settlement date for the purchase (or
earlier if market practice requires delivery of the purchase price before
the
contractual settlement date), Bank shall debit the Cash Account with the
settlement monies and credit a separate account. Bank then shall post the
Securities Account as awaiting receipt of the expected Financial Assets.
Customer shall not be entitled to the delivery of 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
date settlement accounting for credit reasons. Bank, whenever reasonably
possible, will notify Customer prior to imposing such restrictions.
(i) Bank
may reverse
credits or debits made to the Accounts in its discretion if the related
transaction fails to settle within a reasonable period, determined by Bank
in
its discretion, after the contractual settlement date for the related
transaction; provided
however
that prior to taking action, Bank will use every reasonable effort to give
Customer written notice of any such reversal which may include back
valuation.
(ii) If
any Financial
Assets delivered pursuant to this Section 9 are returned by the recipient
thereof, Bank may reverse the credits and debits of the particular transaction
at any time.
Bank
shall follow
Instructions received regarding Assets held in the Accounts. However, until
it
receives Instructions to the contrary, Bank shall:
(a) Present
for payment
any Financial Assets which are called, redeemed or retired or other-wise
become
payable and all coupons and other income items which call for payment upon
presentation, to the extent that Bank or Subcustodian is actually aware of
such
opportunities.
(b) Execute
in the name
of Customer such ownership and other certificates as may be required to obtain
payments in respect of Financial Assets.
(c) Exchange
interim
receipts or temporary Financial Assets for definitive Financial
Assets.
(d) Appoint
brokers and
agents for any transaction involving the Financial Assets, including, without
limitation, Affiliates of Bank or any Subcustodian.
(e) Issue
statements to
Customer, at times and in a form mutually agreed upon, identifying the Assets
in
the Accounts.
Bank
shall promptly
send Customer an advice or notification of any transfers of Assets to or
from
the Accounts. Such statements, advices or notifications shall indicate the
identity of the entity having custody of the Assets.
All
collections of
funds or other property paid or distributed in respect of Financial Assets
in
the Custody Account shall be made at the risk of Customer until such funds
or
other property have been received by Bank (or the applicable Subcustodian).
Bank
shall have no liability for any loss occasioned by delay (other than its
own) in
the actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other trans-action regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action
hereunder.
(a) Corporate
Actions.
Bank shall
transmit promptly to Customer on behalf of each Portfolio summary notification
of corporate action information received on a timely basis by Bank (including,
without limitation, pendency of calls and maturities of Financial Assets
and
expirations of rights in connection therewith and notices of exercise of
call
and put options written by Customer on behalf of a Portfolio and the maturity
of
futures contracts (and options thereon) purchased or sold by Customer on
behalf
of a Portfolio) from issuers of the Financial Assets being held for a Portfolio.
Bank shall transmit promptly to Customer on behalf of each Portfolio notice
of
the filing of any registration statement with respect to Financial Assets
held
for a Portfolio if such information is received by Bank or Bank’s central
corporate actions department has actual knowledge of the filing. With respect
to
tender or exchange offers, Bank shall transmit promptly to Customer on behalf
of
each Portfolio notice of corporate action information received on a timely
basis
by Bank from issuers of the Financial Assets whose tender or exchange is
sought
and from the party (or its agents) making the tender or exchange offer. If
Customer desires to take action with respect to any tender offer, exchange
offer
or any other similar transaction, Customer shall notify Bank within such
period
as will give Bank (including any Subcustodian) reasonably sufficient time
to
take such action. Bank shall inform Customer of pertinent deadlines in each
case.
When
a rights
entitlement or a fractional interest resulting from a rights issue, stock
dividend, stock split or similar corporate action is received which bears
an
expiration date, Bank shall use reasonable efforts to obtain Instructions
from
Customer or its Authorized Person, even if its own deadlines for receiving
instructions have passed; however, if Instructions are not received in time
for
Bank to take timely action, or actual notice of such corporate action was
received too late to seek Instructions, Bank will notify Customer of the
corporate action but shall not be required to take further action.
(b) Proxy
Voting.
(i) Bank
shall, with
respect to Financial Assets that are not Foreign Assets, cause to be promptly
executed by the registered holder of such Financial Assets, if the Financial
Assets are registered otherwise than in the name of Customer on behalf of
a
Portfolio or a nominee thereof, all proxies, without indication of the manner
in
which such proxies are to be voted, and shall promptly deliver to Customer
such
proxies, all proxy soliciting materials and all notices relating to such
Financial Assets.
(ii) Bank
shall, with
respect to Financial Assets that are Foreign Assets, use commercially reasonable
efforts (including the use of third party representatives) to facilitate
the
exercise of voting and other shareholder proxy rights; it being understood
and
agreed that (A) proxy voting may not be available in all markets (it being
understood that Bank shall make proxy voting services available to Customer
in a
given market where Bank offers such services to any other custody client),
and
(B) apart from voting, Bank will, upon request and in its discretion, assist
customer in exercising other shareholder rights such as attending shareholder
meetings, nominating directors and proposing agenda items. In particular,
and
without limiting the generality of the foregoing, Bank may provide written
summaries of proxy materials in lieu of providing original materials (or
copies
thereof) and while Bank shall attempt to provide accurate summaries, whether
or
not translated, Bank shall not be liable for any losses or other consequences
that may result from reliance by Customer upon the same where Bank prepared
the
same in good faith and with reasonable efforts. Bank shall use reasonable
efforts to notify Customer in cases where, due to various circumstances beyond
control of Bank, voting cannot be exercised. Customer acknowledges that local
conditions, including lack of regulation, onerous procedural obligations,
lack
of notice, practical constraints and other facts, may have the effect of
severely limiting the ability of Customer to exercise shareholder rights.
In
addition, Customer acknowledges that: (A) in certain countries Bank may be
unable to vote individual proxies but shall only be able to vote proxies
on a
net basis (e.g.,
a net yes or no
vote given the voting instructions received from all customers); and (B)
proxy
voting may be precluded or restricted in a variety of circumstances, including,
without limitation, where the relevant Financial Assets are: (1) on loan;
(2) at
registrar for registration or reregistration; (3) the subject of a conversion
or
other corporate action; (4) not held in a name subject to the control of
Bank or
its Subcustodian or are otherwise held in a manner which precludes voting;
(5)
held in a margin or collateral account; and (6) American Depository Receipts.
(iii)
Customer and
each Authorized Person shall respect the proprietary nature of information
developed exclusively through the efforts of Bank (or Subcustodians or other
parties acting under Bank’s direction) in relation to proxy voting
services.
(c) Taxes.
(i) Customer
confirms
that Bank is authorized to deduct from any cash received or credited to the
Deposit Account any taxes or levies required to be deducted by any revenue
or
other govern-mental authority for whatever reason in respect of the Custody
Account.
(ii) Customer
shall
provide Bank with all required tax-related documentation and other information
relating to Assets held hereunder (“Tax Information”). Tax Information shall
include, but shall not be limited to, information necessary for submission
to
revenue or other governmental authorities to establish taxable amounts or
reduce
tax burdens that would otherwise be borne by a Portfolio. Upon receipt of
Instructions and all required Tax Information from Customer, Bank shall (A)
execute ownership and other certificates and affidavits for all tax purposes
(within and outside of the United States) in connection with receipt of income
and other payments with respect to Assets held hereunder, or in connection
with
the purchase, sale or transfer of such Assets, and (B) where appropriate,
file
any certificates or other affidavits for the refund or reclaim of non-U.S.
taxes
paid with respect to such Assets. Customer warrants that, when given, Tax
Information shall be true and correct in all material respects. Customer
shall
notify Bank promptly if any Tax Infor-mation requires updating or amendment
to
correct misleading information.
(iii) Bank
shall have no
responsibility or liability for any tax obligations (including both taxes
and
any and all penalties, interest or additions to tax) now or hereafter imposed
on
Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or
governmental authority, or penalties or other costs or expenses arising out
of
the delivery of, or failure to deliver, Tax Information by Customer
(iv) Bank
shall perform
tax reclaim services only with respect to taxation levied by the revenue
authorities of the countries notified to Customer from time to time and Bank
may, by notification in writing, in Bank’s absolute discretion, supplement or
amend the markets in which tax reclaim services are offered; provided that,
Bank
shall make tax reclaim services available to Customer in a given country
where
Bank offers such services to any other custody client having the same tax
status. Other than as expressly provided in this sub-clause, Bank shall have
no
responsibility with regard to Customer’s tax position or status in any
jurisdiction.
(v) Tax
reclaim
services may be provided by Bank or, in whole or in part, by one or more
third
parties appointed by Bank (which may be Bank’s affiliates); provided that Bank
shall be liable for the performance of any such third party to the same extent
as Bank would have been if Bank had performed such services.
(vi) If
Bank does not
receive appropriate declarations, documentation and informa-tion then any
applicable United States withholding tax shall be deducted from income received
from Financial Assets.
(d) Class
Actions.
(i) Upon
receipt of a
settled securities class action notification by its corporate actions
department, Bank shall research its records for each Custody Account to
endeavour to identify Customer’s interest, if any, with respect to any such
class action notification. Customer acknowledges that identifying its interest
may involve manually researching historic records and that Bank does not
warrant
that the review will be error free.
(ii) Bank
will provide
Customer with a summary of each class action notification that it has identified
as being pertinent to Customer (together with the information discovered
with
regard to the applicable securities holding of Customer) and the cut-off
time by
which Customer is required to inform Bank if it disagrees with Bank’s record of
such securities holdings and/or securities transactions or wishes to instruct
Bank not to file a claim on Customer’s behalf.
(iii) Unless
Customer
instructs Bank not to do so by the applicable cut-off time, Bank shall complete
and file the required claim forms for the particular class action insofar
as
they relate to transactions or holdings for which Bank acted as custodian.
Bank
shall present with the claim any supporting information that it has in its
possession and that is required as part of the filing as set out in the class
action notification. Bank shall be authorized to disclose such information
as
may be reasonably required to complete and file such claims. Customer
acknowledges that Bank is acting in a clerical capacity in completing and
filing
such claim forms and that Bank will not be using legal expertise in providing
this service.
(iv) Bank's
liability
with respect to
class action filing services described in this section 11(d) shall be limited
in
amount as Customer and Bank may from time to time agree in writing.
Financial
Assets
which are ordinarily held in registered form may be registered in a nominee
name
of Bank, Subcustodian or Eligible Securities Depository, as the case may
be.
Bank may without notice to Customer cause any such Financial Assets to cease
to
be registered in the name of any such nominee and to be registered in the
name
of Customer. Bank shall, or shall cause the applicable Subcustodian or Eligible
Securities Depository to use commercially reasonable efforts to promptly
register such Financial Assets that are or may be subject to ownership
limitations. In the event that any Financial Assets registered in a nominee
name
are called for partial redemption by the issuer, Bank may allot the called
portion to the respective beneficial holders of such class of security in
any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability
arising
directly or indirectly from their status as a mere record holder of Financial
Assets in the Custody Account. Financial Assets accepted by Custodian on
behalf
of a Portfolio under this Agreement shall be in a form and delivered in a
manner
consistent with Local Practice.
Unless
otherwise
expressly provided, all Instructions shall continue in full force and effect
until canceled or superseded. Any Instructions delivered to Bank by telephone
shall promptly thereafter be confirmed in writing by an Authorized Person
(which
confirmation may bear the facsimile signature of such Person), but Cus-tomer
shall hold Bank harmless for the failure of an Authorized Person to send
such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or Bank's failure to produce such confirmation
at any subsequent time. Bank shall notify Customer as soon as reasonably
practicable if Bank does not receive written confirmation or if such written
confirmation fails to conform to the telephone Instructions received. Either
party may electronically record any Instructions given by telephone, and
any
other telephone discussions with respect to the Custody Account. Customer
shall
be responsible for safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
(a) Bank
shall exercise
reasonable care and diligence in carrying out all of its duties and obligations
under this Agreement, and shall be liable to Customer for any and all
claims,
liabilities,
losses, damages, fines, penalties, and expenses, including out-of-pocket
and
incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or
incurred by Customer resulting from failure of Bank (including any branch
thereof, regardless of location) to exercise such reasonable care and diligence.
Bank shall be liable to Customer in respect of such Losses to the same extent
that Bank would be liable to Customer if Bank were holding the affected Assets
in New York City, but only to the extent of Customer’s direct damages, to be
determined based on the market value of the property which is the subject
of the
Loss at the date of discovery of such Loss by Customer and without reference
to
any special conditions or circumstances.
(b) Bank
shall be
liable to Customer for all Losses resulting from the action or inaction of
any
Subcustodian to the same extent that Bank would be liable to Customer if
Bank
were holding the affected Assets in New York City, and such action or inaction
were that of the Bank or the fraud or willful default of such
Subcustodian.
(c) As
long as and to
the extent that it has exercised reasonable care and acted in good faith,
Bank
shall not be responsible for:
(i) the
title, validity
or genuineness of any property or evidence of title thereto received by it
or
delivered by it pursuant to this Agreement; it being understood that Bank
shall
be deemed to have exercised reasonable care in respect of this subparagraph
(i)
if Financial Assets are received by Bank in accordance with Local Practice
for
the particular Financial Asset in question;
(ii) any
act, omission,
default or for the solvency of any broker or agent which it or a Subcustodian
appoints and which is not a branch or Affiliate of the Bank; it being understood
that Bank or a Subcustodian shall be deemed to have exercised reasonable
care in
respect of this subparagraph (ii) if it exercised reasonable care in the
selection and continued retention of any such broker or agent; or
(iii) the
insolvency of
any Subcustodian which is not a branch or Affiliate of Bank;
it being
understood that Bank shall be deemed to have exercised reasonable care in
respect of this subparagraph (iii) where Bank used reasonable care in the
monitoring of a Subcustodian’s financial condition as reflected in its most
recently published financial statements and other publicly available financial
information.
(d)
Neither Bank
nor any Subcustodian shall be liable for the acts or omissions of any Eligible
Securities Depository (or, for purposes of clarity, any domestic securities
depository). In the event Customer incurs a loss due to the negligence, bad
faith, willful misconduct or insolvency of an Eligible Securities Depository,
Bank shall make reasonable endeavors to seek recovery from the Eligible
Securities Depository.
(e) In
no event shall
Bank incur liability hereunder if Bank or any Subcustodian, or any nominee
of
Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed
from performing, or omits to perform, any act or thing which this Agreement
provides shall be performed or omitted to be performed, by reason
of:
(i)
any provision
of any present or future law or regulation or order of the United States
of
America, or any state thereof, or any other country, or political subdivision
thereof or of any court of competent jurisdiction; or
(ii)
events or
circumstances beyond the reasonable control of the applicable Person, including,
without limitation, the interruption, suspension or restriction of trading
on or
the closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions,
work
stoppages, natural disasters, or other similar events or acts, unless, in
each
case, such delay or nonperformance is caused by (A) the negligence, misfeasance
or misconduct of the applicable Person, or (B) a malfunction or failure of
equipment operated or utilized by the applicable Person other than a malfunction
or failure beyond such Person’s control and which could not be reasonably
anticipated or prevented by such Person (each such provision, event or
circumstance being a “Force Majeure Event”).
Bank
shall notify
Customer as soon as reasonably practicable of any material performance delay
or
non-performance in accordance with this clause (e).
(f) In
no event shall
Customer incur liability to Bank if it is prevented, forbidden or delayed
from
performing, or omits to perform, any act or thing which this Agreement provides
shall be performed or omitted to be performed, by reason of a Force Majeure
Event.
(g) Customer
shall
indemnify
and hold
Bank and its directors, officers, agents and employees (collectively the
“Indemnitees”) harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of them for
following any Instructions or other directions upon which Bank is authorized
to
rely pur-suant to the terms of this Agreement, or for any action taken or
omitted by it in good faith, provided that such action or omission is consistent
with the standard of care applicable to Bank under this Agreement and the
Indemnitees have not acted with negligence or bad faith or engaged in fraud
or
willful misconduct in connection with the Losses in question.
(h) In
performing its
obligations hereunder, Bank may rely on the genuineness of any docu-ment
which
it believes in good faith to have been validly executed, and, subject to
the
following sentence, shall be entitled to rely on and may act upon advice
of
counsel
(which may
be counsel for Customer) on all matters, and shall be without liability for
action reasonably taken or omitted pursuant to such advice. If Customer disputes
an action or omission by Bank within 45 days of when Customer became aware
or
reasonably should have become aware of such action or omission, Bank shall
be
entitled to rely on and may act upon advice of “independent legal counsel” (as
defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer
or
such other counsel that is mutually acceptable to Customer and Bank and
shall be
without liability for action reasonably taken or omitted pursuant to such
advice.
(i) Customer
shall pay
for and hold Bank harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental charges, and
any
related expenses (including, without limitation, penalties, interest or
additions to tax due), with respect to income from or Assets in the Accounts,
provided that Bank has complied with the standard of care set forth in Section
14(a) of this Agreement (it being understood that while Bank’s failure to comply
with such standard of care shall constitute a breach of this Agreement, Bank
shall have no liability for taxes or governmental charges and related expenses
imposed or assessed with respect to such Assets prior to such breach or that
would have been imposed or assessed even absent such breach).
(j) Bank
need not
maintain any insurance for the benefit of Customer.
(k) Without
limiting
the foregoing, Bank shall not be liable for any Loss which results from (i)
the
general risk of investing, or (ii) investing or holding Assets in a particular
country including, but not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or fluctuations;
and
market conditions which prevent the orderly execution of securities transactions
or affect the value of Assets.
(l) Consistent
with and
without limiting the application of the foregoing paragraphs of this Section
14,
it is specifically acknowledged that Bank shall have no duty or responsibility
to:
(i) question
Instructions or make any suggestions to Customer or an Authorized Person
regarding such Instructions that Bank believes in good faith to have been
given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions the Bank may
specify;
(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 8(c) hereof;
(iv) evaluate
or report
to Customer or an Authorized Person regarding the financial condition of
any
broker, agent or other party to which Bank receives an Instruction to deliver
Financial Assets;
(v) except
for trades
settled at DTC where the broker provides DTC trade confirmation and Customer
provides for Bank to receive the trade instruction, review or reconcile trade
confirmations received from brokers. Customer or its Authorized Persons issuing
Instructions shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank;
(vi) advise
Customer or
an Authorized Person regarding information (i) held on a confidential basis
by
an officer, director or employee of Bank (or any Affiliate of Bank) and (ii)
obtained by such person in connection with the provision of services or other
activities unrelated to global custody; and
(vii) advise
Customer or
an Authorized Person promptly regarding corporate action information obtained
by
an officer, director or employee of Bank (or any Affiliate of Bank) who is
not
engaged directly in the provision of global custody services.
(m) Customer
authorizes
Bank to act hereunder notwithstanding that Bank or any of its divisions or
Affiliates may have a material interest in a transaction, or circumstances
are
such that Bank may have a potential conflict of duty or interest including
the
fact that Bank or any of its Affiliates may provide broker-age services to
other
customers, act as financial advisor to the issuer of Financial Assets, act
as a
lender to the issuer of Financial Assets, act in the same transaction as
agent
for more than one customer, have a material interest in the issue of Financial
Assets, or earn profits from any of the activities listed herein; provided
that
none of such services or actions would violate applicable laws or
regulations.
(n) Upon
the occurrence
of any event which causes or may cause any Loss to the other party, each
of
Customer and Bank shall (and Bank shall cause each applicable Subcustodian
to)
use all commercially reasonable efforts and take all reasonable steps under
the
circumstances to mitigate the effects of such event and to avoid continuing
harm
to the other party. For this purpose, the obligations of Customer and Bank
to
mitigate Losses (or potential Losses) hereunder shall include (but shall
not be
limited to) the periodic review and reconciliation by Bank and Customer (or
Authorized Persons) of statements provided to Customer under Section 10 of
this
Agreement; provided, however, that Bank's
obligations
to Customer with respect to any transaction covered by a given statement
shall
be reduced to the extent that Bank's ability to mitigate damages related
to such
transaction has been compromised by Customer’s failure to object to such
statement within 180 days of Customer’s receipt thereof.
Customer
agrees to
pay Bank for its services under this Agreement such amount as may be mutually
agreed upon in writing. Customer agrees to reimburse Bank for its reasonable
out-of-pocket or incidental expenses (including, without limitation, legal
fees)
incurred on behalf of Customer, provided that, in respect of such expenses,
Bank
has acted in conformity with the standard of care set forth in Section 14
hereof. Bank shall obtain Customer’s prior approval, which approval shall not be
unreasonably withheld, of out-of-pocket or incidental expenses that Bank
reasonably expects to exceed $10,000 or that approaches $10,000 during the
process of incurring such expenses. In the latter case, Customer shall not
withhold its approval on the ground that Bank had not obtained Customer’s
approval prior to beginning to incur such expenses if Bank believed in good
faith that the subject expenses would not exceed $10,000. Subject to the
foregoing, Bank shall have a lien on and is authorized to charge or otherwise
enforce its rights as lienholder against Assets in any Account of the Customer
for any amount owing in respect of such Account by the Customer to the Bank
under any provision of this Agreement.
(a) Foreign
Exchange
Transactions Other Than as Principal.
Upon receipt of
Instructions, Bank shall settle foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf
of
and for the account of a Portfolio with such currency brokers or banking
institutions as Customer may determine and direct pursuant to Instructions.
Bank
shall be responsible for the transmission of cash and instructions to and
from
the currency broker or banking institution with which the contract or option
is
made, the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions and the maintenance
of proper records in accordance with this Agreement. Bank shall have no duty
with respect to the selection of currency brokers or banking institutions
with
which Customer deals on behalf of its Portfolio or, as long as Bank acts
in
accordance with the standard
of care
set forth in this Agreement, for the failure of such brokers or banking
institutions to comply with the terms of any contract or option; provided,
however, that Bank shall not be responsible for the insolvency of any such
broker or banking institution which is not a branch or Affiliate of
Bank.
(b) Foreign
Exchange
Transactions as Principal.
Bank shall not be
obligated to enter into foreign exchange transactions as principal. However,
if
and to the extent that Bank makes available to Customer its services as
principal in foreign exchange transactions, upon receipt of Instructions,
Bank
shall enter into foreign exchange contracts or options to purchase and sell
foreign currencies for spot and future delivery on behalf of and for the
account
of Customer on behalf of its Portfolio with Bank as principal. Instructions
may
be issued with respect to such contracts but Bank may establish rules or
limitations concerning any foreign exchange facility made available. Bank
shall
be responsible for the selection of currency brokers or banking institutions
(which may include Affiliates of Bank and Subcustodians) and the failure
of such
currency brokers or banking institutions to comply with the terms of any
contract or option.
(c) Certification
of
Residency, etc.
Customer certifies
that it is a resident of the United States and shall notify Bank of any changes
in residency. Bank may rely upon this certification or the certification
of such
other facts as may be required to administer Bank's obligations hereunder.
Customer shall indemnify Bank against all losses, liability, claims or demands
arising directly or indirectly from any such certifications.
(d) Custodian’s
Records; Access to Records.
Bank shall provide
any assistance reasonably requested by Customer in the preparation of reports
to
Customer’s shareholders and others, audits of accounts, and other ministerial
matters of like nature. Bank shall maintain complete and accurate records
with
respect to Financial Assets and other Assets held for the account of Customer
as
required by the rules and regulations of the U.S. Securities and Exchange
Commission applicable to investment companies registered under the 0000 Xxx.
All
such books and records maintained by Bank shall be made available to Customer
upon request and shall, where required to be maintained by Rule 31a-1 under
the
1940 Act, be
preserved for
the periods prescribed in Rule 31a-2 under the 1940
Act.
Bank shall allow Customer's independent public accountant reasonable access
to
the records of Bank relating to Financial Assets as is required in connection
with their examination of books and records pertaining to Customer's affairs.
Subject to restrictions under applicable law, Bank shall also obtain an
undertaking to permit Customer's independent public accountants reasonable
access to the records of any Subcustodian which has physical possession of
any
Financial Assets as may be required in connection with the examination of
Customer's books and records. Upon
reasonable
request of Customer, Bank shall provide Customer with a copy of Bank’s reports
prepared in compliance with the requirements of Statement of Auditing Standards
No. 70 issued by the American Institute of Certified Public Accountants,
as it
may be amended from time to time (commonly referred to as a “SAS 70 report”).
Bank shall use commercially reasonable efforts to obtain and furnish Customer
with such similar reports as Customer may reasonably request with respect
to
each Subcustodian holding Assets of Customer. Except as respects Bank’s SAS 70
Report, as to which there shall be no charge, the Customer shall pay reasonable
expenses of the Bank and any Subcustodians under this provision. Bank shall
use
commercially reasonable efforts to provide Customer and agents with such
reports
as the Customer may reasonably request or otherwise reasonably require to
fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide
Customer with at least the same level of such reporting as Bank furnishes
to its
other mutual fund clients.
(e) Confidential
Information.
The parties
hereto agree that each shall treat confidentially all confidential information
provided by each party to the other regarding its business and operations
in
accordance with this Agreement and represent that each has implemented controls
that are reasonably designed to achieve the purposes of this section. All
confidential information provided by a party hereto shall be used by the
other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement,
shall
not be disclosed to any affiliated division or entity or third party in any
form
without the prior written consent of such providing party. Confidential
information
for
purposes hereof shall include information traditionally recognized as
confidential, such as financial information, strategies, security practices,
portfolio holdings, portfolio trades, product and business proposals, business
plans, and the like.
The
foregoing shall
not be applicable to any information that is publicly available when provided
or
thereafter becomes publicly available other than through a breach of this
Agreement, that is
generally
furnished to third parties by the providing party without confidentiality
restriction,
or that is
required to be disclosed by any bank examiner of Bank or any Subcustodian,
any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation. For this purpose, Customer and
any
Authorized Person shall be permitted to disclose any information provided
by
Bank hereunder to the U.S. Securities and Exchange Commission (or its staff)
in
connection with any inspection or examination or other action or proceeding.
If
a party becomes aware that it or its agents have breached the confidentiality
obligations under this Section 16(e), it will promptly notify the other party
in
writing of the nature and extent of such breach.
(f) Governing
Law;
Successors and Assigns; Immunity; Captions.
THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either
party,
but shall bind the successors in interest of Customer and Bank.
To the extent that
in any jurisdiction Customer or Bank 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 or Bank, as the case may
be,
irrevocably shall not claim, and it hereby waives, such immunity. The
captions given
to the sections and subsections of this Agreement are for convenience of
reference only and are not to be used to interpret this Agreement.
(g) Entire
Agreement.
This Agreement
consists exclusively of this document (including Appendix A and Schedules
A and
B hereof). There are no other provisions hereof and this Agreement supersedes
any other agreements, whether written or oral, between the parties. Any
amendment hereto must be in writing, executed by both parties.
(h) Severability.
In the event that
one or more provisions hereof are held invalid, illegal or unenforceable
in any
respect on the basis of any particular circumstances or in any jurisdiction,
the
validity, legality and enforceability of such provision or provisions under
other circumstances or in other jurisdictions and of the remaining provisions
shall not in any way be affected or impaired.
(i) Waiver.
Except as
otherwise provided herein, no failure or delay on the part of either party
in
exercising any power or right hereunder operates as a waiver, nor does any
single or partial exercise of any power or right preclude any other or further
exercise, or the exercise of any other power or right. No waiver by a party
of
any provision hereof, or waiver of any breach or default, is effective unless
in
writing and signed by the party against whom the waiver is to be
enforced.
(j)
Representations
and Warranties.
(i) Customer
hereby
represents and warrants to Bank that: (A) it has full power and authority
to
deposit and control the Financial Assets and cash deposited in the Accounts;
(B)
it has all necessary authority to use Bank as its custodian; (C) this Agreement
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms; (D) it has taken all necessary action to authorize the execution
and delivery hereof.
(ii) Bank
hereby
represents and warrants to Customer that: (A) it has the full power and
authority to perform its obligations hereunder, (B) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; and (C) that it has taken all necessary action to authorize the execution
and delivery hereof.
(k) Notices.
All notices
hereunder shall be effective when actually received. Any notices or other
communications which may be required hereunder are to be sent to the parties
at
the following addresses or such other addresses as may subsequently be given
to
the other party in writing: (a) Bank: State Street Bank and Trust Company,
0
Xxxxxx xx Xxxxxxxxx, XXX-0, Xxxxxx, XX 00000, Attention:
Xxxxxxxx X. Xxxxx,
Senior Vice President;
and (b) Customer:
[Name of Customer], c/o Capital Research and Management Company, Attention:
Xxxxxxx Xxxxxxxx, Senior Vice President, 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx,
Xxxx, XX 00000-0000; with a copy to: Xxxxxx X. Xxxxx, Counsel, Capital Research
and Management Company, 000 X. Xxxx Xxxxxx, 00xx
Xxxxx, Xxx
Xxxxxxx, XX 00000.
(l) Termination.
This Agreement may
be terminated as to one or more Portfolios by Customer or Bank by giving
sixty
(60) days’ written notice to the other, provided that such notice to Bank shall
specify the names of the persons to whom Bank shall deliver the Assets belonging
to the affected Portfolios in the Accounts. If notice of termination is given
by
Bank, Customer shall, within sixty (60) days following receipt of the notice,
deliver to Bank Instructions specifying the names of the persons to whom
Bank
shall deliver the Assets belonging to the affected Portfolios. In either
case
Bank shall deliver the Assets belonging to the affected Portfolios to the
persons so specified, after deducting any uncontested amounts which Bank
determines in good faith to be owed to it under Section 15. Customer shall
reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs
in
delivering Assets upon termination by Customer. Termination shall not affect
any
of the liabilities either party owes to the other arising under this Agreement
prior to such termination. If within sixty (60) days following receipt of
a
notice of termination by Bank, Bank does not receive Instructions from Customer
specifying the names of the persons to whom Bank shall deliver the Assets
belonging to the affected Portfolios, Bank, at its election, may deliver
such
Assets to a bank or trust company doing business in the State of New York
to be
held and disposed of pursuant to the provisions hereof, or to Authorized
Persons, or may continue to hold such Assets until Instructions are provided
to
Bank. For avoidance of doubt, each Customer, Portfolio or the Bank may terminate
this Agreement pursuant to its provisions and the Agreement shall survive
such
termination in respect of the remaining Customers and Portfolios that have
not
so terminated or been terminated.
(m) Representative
Capacity; Non-recourse Obligations.
A COPY OF THE
DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS
ON
FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND
NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE
TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT
ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS
OF
ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY
OF EACH
CUSTOMER’S RESPECTIVE PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE,
OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE
FOR
ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.
(n) Several
Obligations of each Customer and Portfolio.
WITH RESPECT TO
ANY OBLIGATIONS OF A CUSTOMER ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING
OUT OF
THIS AGREEMENT, BANK SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY SUCH
OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH
OBLIGATION RELATES AS THOUGH THAT CUSTOMER HAD SEPARATELY CONTRACTED WITH
BANK
BY SEPARATE WRITTEN AGREEMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. THE
RIGHTS
AND BENEFITS TO WHICH A GIVEN PORTFOLIO IS ENTITLED HEREUNDER SHALL BE SOLELY
THOSE OF SUCH PORTFOLIO AND NO OTHER PORTFOLIO HEREUNDER SHALL RECEIVE SUCH
BENEFITS.
(o) Information
Relating to Divisions.
Upon written
request by Customer, the Bank shall use commercially reasonable efforts to
provide information regarding portfolio holdings, portfolio trades and proxy
voting in a format that is both technically practicable and reasonably
acceptable to Customer so as to allow each investment division of Capital
Research and Management Company to receive solely such information as is
relevant to its own operations. Customer shall pay reasonable expenses of
Bank
arising from this section, provided that estimates of such expenses are approved
by the Customer before the expenses are incurred.
IN
WITNESS WHEREOF,
each of the Customers and Bank have executed this Agreement as of the date
first-written above. Execution of this Agreement by more than one Customer
shall
not create a contractual or other obligation between or among such Customers
(or
between or among their respective Portfolios) and this Agreement shall
constitute a separate agreement between Bank and each Customer on behalf
of
itself or each of its Portfolios.
EACH
OF THE
CUSTOMERS LISTED ON
APPENDIX
A ATTACHED
HERETO, ON
BEHALF
OF ITSELF OR
ITS LISTED PORTFOLIOS
By:
CAPITAL
RESEARCH
AND MANAGEMENT
COMPANY
By:____________________________________
Name:
Xxxxxxx
Xxxxxxxx
Title:
Senior Vice
President
STATE
STREET BANK
AND TRUST COMPANY
By:________________________________________
Name:
Xxxxxx
X.
Xxxxxx
Title:
Executive
Vice President
APPENDIX
A
CUSTOMERS
AND
PORTFOLIOS
Dated
as of
December 14, 2006
The
following is a
list of Customers and their respective Portfolios for which Bank shall serve
under this Agreement.
|
CUSTOMER
PORTFOLIO:
|
EFFECTIVE
AS
OF:
|
||
|
Fundamental
Investors, Inc
|
December
14,
0000
|
||
|
Xxx
Xxxxxx
Xxxx xx Xxxxxxx, Inc.
|
December
14,
2006
|
||
|
The
New
Economy Fund
|
December
14,
2006
|
||
|
SMALLCAP
World Fund, Inc.
|
December
14,
2006
|
||
|
American
Funds Insurance Funds-
|
|||
|
Blue
Chip
Income and Growth Fund
|
December
14,
2006
|
||
|
Global
Discovery Fund
|
December
14,
2006
|
||
|
Global
Growth
Fund
|
December
14,
2006
|
||
|
Global
Small
Capitalization Fund
|
December
14,
2006
|
||
|
Growth
Fund
|
December
14,
2006
|
||
|
International
Fund
|
December
14,
2006
|
||
|
Growth-Income
Fund
|
December
14,
2006
|
||
|
Asset
Allocation Fund
|
December
14,
2006
|
||
|
Bond
Fund
|
December
14,
2006
|
||
|
High-Income
Bond Fund
|
December
14,
2006
|
||
|
U.S.
Government/AAA-Rated Securities Fund
|
December
14,
2006
|
||
|
Cash
Management Fund
|
December
14,
2006
|
||
|
Global
Growth
and Income Fund
|
December
14,
2006
|
||
|
New
World
Fund
|
December
14,
2006
|
||
|
Global
Bond
Fund
|
December
14,
2006
|
||
IN
WITNESS WHEREOF,
each of the Customers and Bank have executed this Appendix A as of the date
first-written above. Execution of this Appendix A by more than one Customer
shall not create a contractual or other obligation between or among such
Customers (or between or among their respective Portfolios) and this Appendix
shall constitute a separate agreement between Bank and each Customer on behalf
of itself or each of its Portfolios.
EACH
OF THE
CUSTOMERS LISTED ON
APPENDIX
A ATTACHED
HERETO, ON
BEHALF
OF ITSELF OR
ITS LISTED PORTFOLIOS
By:
CAPITAL
RESEARCH
AND MANAGEMENT
COMPANY
By:____________________________________
Name:
Title:
STATE
STREET BANK
AND TRUST COMPANY
By:________________________________________
Name:
Title:
SCHEDULE
A
STATE
STREET
GLOBAL
CUSTODY
NETWORK
SUBCUSTODIANS
|
Country
|
Subcustodian
|
|
Argentina
|
Citibank,
N.A.
|
|
Australia
|
Westpac
Banking Corporation
|
|
Citibank
Pty.
Limited
|
|
|
Austria
|
Erste
Bank
der Österreichischen Sparkassen AG
|
|
Bahrain
|
HSBC
Bank
Middle East
|
|
(as
delegate
of the Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Bangladesh
|
Standard
Chartered Bank
|
|
Belgium
|
BNP
Paribas
Securities Services, S.A.
|
|
Benin
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Bermuda
|
The
Bank of
Bermuda Limited
|
|
Botswana
|
Barclays
Bank
of Botswana Limited
|
|
Brazil
|
Citibank,
N.A.
|
|
Bulgaria
|
ING
Bank
N.V.
|
|
Burkina
Faso
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Canada
|
State
Street
Trust Company Canada
|
|
Cayman
Islands
|
Scotiabank
& Trust (Cayman) Limited
|
|
Chile
|
BankBoston,
N.A.
|
|
People’s
Republic of China
|
The
Hongkong
and Shanghai Banking Corporation Limited,
|
|
Shanghai
and
Shenzhen branches
|
|
|
Colombia
|
Cititrust
Colombia S.A. Sociedad Fiduciaria
|
|
Costa
Rica
|
Banco
BCT
S.A.
|
|
Croatia
|
Privredna
Banka Zagreb d.d
|
|
Cyprus
|
Cyprus
Popular Bank Public Company Ltd.
|
|
Czech
Republic
|
Československá
Obchodní Banka, A.S.
|
|
Denmark
|
Skandinaviska
Enskilda Bankken AB, Sweden (operating through its Copenhagen
branch)
|
|
Ecuador
|
Banco
de la
Producción S.A. PRODUBANCO
|
|
Egypt
|
HSBC
Bank
Egypt S.A.E.
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Estonia
|
AS
Hansabank
|
|
Finland
|
Nordea
Bank
Finland Plc.
|
|
France
|
BNP
Paribas
Securities Services, S.A.
|
|
Deutsche
Bank
AG, Netherlands (operating through its Paris branch)
|
|
|
Germany
|
Deutsche
Bank
AG
|
|
Ghana
|
Barclays
Bank
of Ghana Limited
|
|
Greece
|
National
Bank
of Greece S.A.
|
|
Guinea-Bissau
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Hong
Kong
|
Standard
Chartered Bank (Hong Kong) Limited
|
|
Hungary
|
HVB
Bank
Hungary Rt.
|
|
Iceland
|
Kaupthing
Bank hf.
|
|
India
|
Deutsche
Bank
AG
|
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
|
Indonesia
|
Deutsche
Bank
AG
|
|
Ireland
|
Bank
of
Ireland
|
|
Israel
|
Bank
Hapoalim
B.M.
|
|
Italy
|
BNP
Paribas
Securities Services, S.A.
|
|
Deutsche
Bank
S.p.A.
|
|
|
Ivory
Coast
|
Société
Générale de Banques en Côte d’Ivoire
|
|
Jamaica
|
Bank
of Nova
Scotia Jamaica Ltd.
|
|
Japan
|
Mizuho
Corporate Bank Ltd.
|
|
Sumitomo
Mitsui Banking Corporation
|
|
|
Jordan
|
HSBC
Bank
Middle East
|
|
(as
delegate
of the Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Kazakhstan
|
HSBC
Bank
Kazakhstan
|
|
(as
delegate
of the Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Kenya
|
Barclays
Bank
of Kenya Limited
|
|
Republic
of
Korea
|
Deutsche
Bank
AG
|
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
|
Latvia
|
A/s
Hansabanka
|
|
Lebanon
|
HSBC
Bank
Middle East
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Lithuania
|
SEB
Vilniaus
Bankas AB
|
|
Malaysia
|
Standard
Chartered Bank Malaysia Berhad
|
|
Mali
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Malta
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
Mauritius
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
Mexico
|
Banco
Nacional de México S.A.
|
|
Morocco
|
Attijariwafa
bank
|
|
Namibia
|
Standard
Bank
Namibia Limited
|
|
Netherlands
|
Deutsche
Bank
AG
|
|
New
Zealand
|
Westpac
Banking Corporation
|
|
Niger
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Nigeria
|
Stanbic
Bank
Nigeria Limited
|
|
Norway
|
Nordea
Bank
Norge ASA
|
|
Oman
|
HSBC
Bank
Middle East Limited
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Pakistan
|
Deutsche
Bank
AG
|
|
Palestine
|
HSBC
Bank
Middle East Limited
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Panama
|
HSBC
Bank
(Panama) S.A.
|
|
Peru
|
Citibank
del
Péru, S.A.
|
|
Philippines
|
Standard
Chartered Bank
|
|
Poland
|
Bank
Handlowy
w Warszawie S.A.
|
|
Portugal
|
Banco
Comercial Português S.A.
|
|
Puerto
Rico
|
Citibank
N.A.
|
|
Qatar
|
HSBC
Bank
Middle East Limited
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
Romania
|
ING
Bank
N.V.
|
|
Russia
|
ING
Bank
(Eurasia) ZAO, Moscow
|
|
Senegal
|
via
Société
Générale de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Serbia
|
HVB
Bank
Serbia and Montenegro a.d.
|
|
Singapore
|
DBS
Bank
Limited
|
|
United
Overseas Bank Limited
|
|
|
Slovak
Republic
|
Československá
Obchodní Banka, A.S., pobocka zahranicnej banky v SR
|
|
Slovenia
|
Bank
Austria
Creditanstalt d.d. - Ljubljana
|
|
South
Africa
|
Nedbank
Limited
|
|
Standard
Bank
of South Africa Limited
|
|
|
Spain
|
Deutsche
Bank
S.A.E.
|
|
Sri
Lanka
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
Swaziland
|
Standard
Bank
Swaziland Limited
|
|
Sweden
|
Skandinaviska
Enskilda Xxxxxx XX
|
|
Switzerland
|
UBS
AG
|
|
Taiwan
-
R.O.C.
|
Central
Trust
of China
|
|
Thailand
|
Standard
Chartered Bank (Thai) Public Company Limited
|
|
Togo
|
xxx
Xxxxxxx
Xxxxxxxx de Banques en Côte d’Ivoire, Abidjan, Ivory
Coast
|
|
Trinidad
& Tobago
|
Republic
Bank
Limited
|
|
Tunisia
|
Banque
Internationale Arabe de Tunisie
|
|
Turkey
|
Citibank,
A.S.
|
|
Uganda
|
Barclays
Bank
of Uganda Limited
|
|
Ukraine
|
ING
Bank
Ukraine
|
|
United
Arab
Emirates
|
HSBC
Bank
Middle East Limited
|
|
(as
delegate
of The Hongkong and Shanghai Banking Corporation
Limited)
|
|
|
United
Kingdom
|
State
Street
Bank and Trust Company, United kingdom Branch
|
|
Uruguay
|
BankBoston,
N.A.
|
|
Venezuela
|
Citibank,
N.A.
|
|
Vietnam
|
The
Hongkong
and Shanghai Banking Corporation Limited
|
|
Zambia
|
Barclays
Bank
of Zambia Plc.
|
|
Zimbabwe
|
Barclays
Bank
of Zimbabwe Limited
|
SCHEDULE
B
STATE
STREET
GLOBAL
CUSTODY
NETWORK
DEPOSITORIES
OPERATING IN NETWORK MARKETS
|
Country
|
Depositories
|
|
Argentina
|
Caja
de
Valores S.A.
|
|
Australia
|
Austraclear
Limited
|
|
Austria
|
Oesterreichische
Kontrollbank AG (Wertpapiersammelbank Division)
|
|
Bahrain
|
Clearing,
Settlement, and Depository System of the Bahrain Stock
Exchange
|
|
Bangladesh
|
Central
Depository Bangladesh Limited
|
|
Belgium
|
Banque
Nationale de Belgique
|
|
Euroclear
Belgium
|
|
|
Benin
|
Dépositaire
Central - Banque de Règlement
|
|
Bermuda
|
Bermuda
Securities Depository
|
|
Brazil
|
Central
de
Custódia e de Liquidação Financeira de Títulos Privados
(CETIP)
|
|
Companhia
Brasileira de Liquidação e Custódia
|
|
|
Sistema
Especial de Liquidação e de Custódia (SELIC)
|
|
|
Bulgaria
|
Bulgarian
National Bank
|
|
Central
Depository AD
|
|
|
Burkina
Faso
|
Dépositaire
Central - Banque de Règlement
|
|
Canada
|
The
Canadian
Depository for Securities Limited
|
|
Chile
|
Depósito
Central de Valores S.A.
|
|
People’s
Republic of China
|
China
Securities Depository and Clearing Corporation Limited Shanghai
Branch
|
|
China
Securities Depository and Clearing Corporation Limited Shenzhen
Branch
|
|
|
Colombia
|
Depósito
Central de Valores
|
|
Depósito
Centralizado de Valores de Colombia S..A. (DECEVAL)
|
|
|
Costa
Rica
|
Central
de
Valores S.A.
|
|
Croatia
|
Središnja
Depozitarna Agencija d.d.
|
|
Cyprus
|
Central
Depository and Central Registry
|
|
Czech
Republic
|
Czech
National Bank
|
|
Stredisko
cenných papíru - Ceská republika
|
|
|
Denmark
|
Værdipapircentralen
(Danish Securities Center)
|
|
Egypt
|
Misr
for
Clearing, Settlement, and Depository S.A.E.
|
|
Central
Bank
of Egypt
|
|
|
Estonia
|
AS
Eesti
V’’rtpaberikeskus
|
|
Finland
|
Suomen
Arvopaperikeskus Oy
|
|
France
|
Euroclear
France
|
|
Germany
|
Clearstream
Banking AG, Frankfurt
|
|
Greece
|
Apothetirion
Titlon AE Central Securities Depository
|
|
Bank
of
Greece, System for Monitoring Transactions in Securities in Book-
Entry
Form
|
|
|
Hong
Kong
|
Central
Moneymarkets Unit
|
|
Hong
Kong
Securities Clearing Company Limited
|
|
|
Hungary
|
Központi
Elszámolóház és Értéktár (Budapest) Rt. (KELER)
|
|
Iceland
|
Icelandic
Securities Depository Limited
|
|
India
|
Central
Depository Services (India) Limited
|
|
National
Securities Depository Limited
|
|
|
Reserve
Bank
of India
|
|
|
Indonesia
|
Bank
Indonesia
|
|
PT
Kustodian
Sentral Efek Indonesia
|
|
|
Israel
|
Tel
Aviv
Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
|
|
Italy
|
Monte
Titoli
S.p.A.
|
|
Ivory
Coast
|
Dépositaire
Central - Banque de Règlement
|
|
Jamaica
|
Jamaica
Central Securities Depository
|
|
Japan
|
Bank
of Japan
- Net System
|
|
Japan
Securities Depository Center (JASDEC) Incorporated
|
|
|
Jordan
|
Securities
Depository Center
|
|
Kazakhstan
|
Central
Securities Depository
|
|
Kenya
|
Central
Depository and Settlement Corporation Limited
|
|
Central
Bank
of Kenya
|
|
|
Republic
of
Korea
|
Korea
Securities Depository
|
|
Latvia
|
Latvian
Central Depository
|
|
Lebanon
|
Banque
du
Liban Custodian and Clearing Center of Financial Instruments for
Lebanon
and the Middle East (Midclear) X.X.X.
|
|
Lithuania
|
Central
Securities Depository of Lithuania
|
|
Malaysia
|
Bank
Negara
Malaysia
|
|
Bursa
Malaysia Depository Sdn. Bhd.
|
|
|
Mali
|
Dépositaire
Central - Banque de Règlement
|
|
Malta
|
Central
Securities Depository of the Malta Stock Exchange
|
|
Mauritius
|
Bank
of
Mauritius
|
|
Central
Depository and Settlement Co. Ltd.
|
|
|
Mexico
|
S.D.
INDEVAL,
S.A. de C.V.
|
|
Morocco
|
Maroclear
|
|
Namibia
|
Bank
of
Namibia
|
|
Netherlands
|
Euroclear
Nederland
|
|
New
Zealand
|
New
Zealand
Central Securities Depository Limited
|
|
Niger
|
Dépositaire
Central - Banque de Règlement
|
|
Nigeria
|
Central
Securities Clearing System Limited
|
|
Norway
|
Verdipapirsentralen
(Norwegian Central Securities Depository)
|
|
Oman
|
Muscat
Depository & Securities Registration Company, SAOC
|
|
Pakistan
|
Central
Depository Company of Pakistan Limited
|
|
State
Bank of
Pakistan
|
|
|
Palestine
|
Clearing,
Depository and Settlement, a department of the Palestine Stock
Exchange
|
|
Panama
|
Central
Latinoamericana de Valores, S.A. (LatinClear)
|
|
Peru
|
Caja
de
Valores y Liquidaciones, Institución de Compensación y Liquidación de
Valores S.A
|
|
Philippines
|
Philippine
Depository & Trust Corporation
|
|
Registry
of
Scripless Securities (XXXX) of the Bureau of Treasury
|
|
|
Poland
|
Rejestr
Papierów Wartościowych
|
|
Krajowy
Depozyt Papierów Wartos´ciowych
S.A.
|
|
|
Portugal
|
INTERBOLSA
-
Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de
Valores Mobiliários, S.A.
|
|
Qatar
|
Central
Clearing and Registration (CCR), a department of the Doha Securities
Market
|
|
Romania
|
Bucharest
Stock Exchange Registry Division
|
|
National
Bank
of Romania
|
|
|
Russia
|
Vneshtorgbank,
Bank for Foreign Trade of the Russian Federation
|
|
Senegal
|
Dépositaire
Central - Banque de Règlement
|
|
Serbia
|
Central
Registrar and Central Depository for Securities
|
|
Singapore
|
The
Central
Depository (Pte) Limited
|
|
Monetary
Authority of Singapore
|
|
|
Slovak
Republic
|
Náodná
banka
slovenska
|
|
Centralny
depozitar cenných papierov SR, a.s.
|
|
|
Slovenia
|
KDD
-
Centralna klirinsko depotna xxxxxx x.x.
|
|
South
Africa
|
Share
Transactions Totally Electronic (STRATE) Ltd.
|
|
Spain
|
IBERCLEAR
|
|
Sri
Lanka
|
Central
Depository System (Pvt) Limited
|
|
Sweden
|
V’rdepapperscentralen
VPC AB
(Swedish
Central Securities Depository)
|
|
Switzerland
|
SegaIntersettle
AG (SIS)
|
|
Taiwan
R.O.C.
|
Taiwan
Depository and Clearing Corporation
|
|
Thailand
|
Thailand
Securities Depository Company Limited
|
|
Togo
|
Dépositaire
Central - Banque de Règlement
|
|
Trinidad
and
Tobago
|
Trinidad
and
Tobago Central Bank
|
|
Tunisia
|
Société
Tunisienne Interprofessionelle pour la Compensation et de Dépôts des
Valeurs Mobilières (STICODEVAM)
|
|
Turkey
|
Central
Bank
of Turkey
|
|
Central
Registry Agency
|
|
|
Uganda
|
Bank
of
Uganda
|
|
Ukraine
|
Mizhregionalny
Fondovy Souz
|
|
National
Bank
of Ukraine
|
|
|
United
Arab
Emirates
|
Clearing
and
Depository System, a department of the Dubai Financial
Market
|
|
United
Kingdom
|
CrestCo.
|
|
Uruguay
|
Banco
Central
del Uruguay
|
|
Venezuela
|
Banco
Central
de Venezuela
|
|
Caja
Venezolana de Valores
|
|
|
Vietnam
|
Vietnam
Securities Depository
|
|
Zambia
|
Bank
of
Zambia
|
|
XxXX
Central
Shares Depository Limited
|
|
TRANSNATIONAL
|
|
Euroclear
|
|
Clearstream
Banking, S.A.
|
