EX-99.23(g)(29)
MASTER GLOBAL CUSTODY AGREEMENT
BETWEEN
THE CUSTOMER
AND
JPMORGAN CHASE BANK, N.A.
WORLDWIDE SECURITIES
SERVICES
XXXXXXXX.XXX
MASTER GLOBAL CUSTODY AGREEMENT - JPMCB NEW YORK - GENERAL - DECEMBER 2006
TABLE OF CONTENTS
1. INTENTION OF THE PARTIES; DEFINITIONS 2
1.1 Intention of the Parties 2
1.2 Definitions 2
2. WHAT THE 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 Transactions 6
2.5 Contractual Settlement Date Accounting 6
2.6 Actual Settlement Date Accounting 7
2.7 Income Collection (AutoCredit(R)) 7
2.8 Miscellaneous Administrative Duties 8
2.9 Corporate Actions 8
2.10 Class Action Litigation 9
2.11 Proxies 9
2.12 Statements of Account 10
2.13 Access to Bank's Records 10
2.14 Maintenance of Financial Assets at Subcustodian Locations 11
2.15 Tax Relief Services 11
2.16 Foreign Exchange Transactions 11
2.17 Notifications 11
3. INSTRUCTIONS 12
3.1 Acting on Instructions; Method of Instruction and Unclear Instructions 12
3.2 Verification and Security Procedures 12
3.3 Instructions; Contrary to Law/Market Practice 12
3.4 Cut-Off Times 13
3.5 Electronic Access 13
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO THE BANK 13
4.1 Fees and Expenses 13
4.2 Overdrafts 13
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS 14
5.1 Appointment of Subcustodians; Use of Securities Depositories 14
5.2 Liability for Subcustodians 15
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER 16 6.1
Representations of Customer and Bank 16
7. WHEN BANK IS LIABLE TO CUSTOMER 17
7.1 Standard of Care; Liability 17
7.2 Force Majeure 19
7.3 Bank May Consult With Counsel 19
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result 19
7.5 Assets Held Outside Bank's Control 20
7.6 Ancillary services 20
8. TAXATION 20
8.1 Tax Obligations 20
8.2 Tax Relief Services 21
9. TERMINATION 21
9.1 Termination 21
9.2 Exit Procedure 22
10. MISCELLANEOUS 22
10.1 Notifications 22
10.2 Successors and Assigns 23
10.3 Interpretation 23
10.4 Entire Agreement 23
10.5 Information Concerning Deposits at Bank's London Branch 23
10.6 Insurance 24
10.7 Security Holding Disclosure 24
10.8 USA PATRIOT Act Disclosure 24
10.9 Governing Law and Jurisdiction 24
10.10 Severability; Waiver; and Survival 25
10.11 Confidentiality 25
10.12 Counterparts 26
10.13 No Third Party Beneficiaries 26
SCHEDULE 1 List of Subcustodians and Markets Used by the Bank 2
SCHEDULE 2 Persons Authorized To Give Instructions 3
SCHEDULE 3 Authorized Fund Managers/Advisers 4
SCHEDULE 4 Form of Board Resolution 5
SCHEDULE 5 Electronic Access 8
SCHEDULE 6 Transfer Accounts 8
SCHEDULE 7 Fee Schedule 8
X.X. XXXXXX
Master Global Custody Agreement - JPMCB New York - General - December 2006
X.X. Xxxxxx
MASTER GLOBAL CUSTODY AGREEMENT
This Agreement, dated August 12, 2009_, is between JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION ("Bank"), with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000; and each entity listed on Schedule A hereto that signs this Agreement or
a separate addendum in the form attached to this Agreement on behalf of each of
the series listed under its name on Schedule A, severally and not jointly (each
such series a separate and distinct "Customer"). This Agreement, when executed
by each Customer, shall constitute separate terms and conditions between Bank
and each Customer.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES
(a) This Agreement sets out the terms on which Bank will be providing
custodial, settlement and other associated services to the
Customer. Bank will be responsible for the performance of only
those duties set forth in this Agreement.
(b) Investing in Financial Assets and cash in foreign jurisdictions
may involve risks of loss or other special features. The Customer
acknowledges that Bank is not providing any legal, tax or
investment advice in providing the services under this Agreement
and will not be liable for any losses resulting from Country
Risk.
1.2 DEFINITIONS
As used herein, the following terms have the meaning hereinafter
stated.
"ACCOUNT" has the meaning set forth in Section 2.1 of this Agreement.
"AFFILIATE" as used herein and relating respectively to Bank and to
Customer, means an entity controlling, controlled by, or under common
control with, Bank or Customer.
"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate.
"APPLICABLE LAW" means any applicable statute, treaty, rule,
regulation or common law and any applicable decree, injunction,
judgement, 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 the Customer in the form of Schedules 2 or 3 as
the case may be (or by written notice in the form of Appendix A from
any agent designated by the Customer, including, without limitation,
an investment manager) to act on behalf of the Customer under this
Agreement. Such persons will continue to be Authorized Persons until
such time as Bank receives and has had reasonable time to act upon
Instructions from the 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 the 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 the Bank's breach of the terms of this Agreement or
information which the Bank obtains on a non confidential basis from a
person who is not known to be subject to any obligation of confidence
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 beneficial owner of the security,
but does not include rights with respect to class action litigation or
proxy voting.
"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, tax and settlement practices; laws applicable to the
safekeeping and recovery of Financial Assets and cash held in custody;
the regulation of the banking and securities industries, including
changes in market rules; currency restrictions, devaluations or
fluctuations; and market conditions affecting the orderly execution of
securities transactions or the value of assets.
"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 an instruction that has 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
Authorised Person in the manner specified next to their name in the
relevant Schedule.
"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).
"SECURITIES" means shares, stocks, debentures, bonds, notes or other
like obligations, whether issued in certificated or uncertificated
form, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same
that are commonly traded or dealt in on securities exchanges or
financial markets or other obligations of an issuer, or shares,
participations and interests in an issuer recognised 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 under this
Agreement.
"SECURITIES DEPOSITORY" means any securities depository,
dematerialized book entry system or similar system.
"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" has the meaning set forth in Section 3.2(a).
"SUBCUSTODIAN" means any of the subcustodians appointed by Bank from
time to time to hold Securities and act on its behalf in different
jurisdictions (and being at the date of this Agreement the entities
listed in Schedule 1) and includes any Affiliated Subcustodian.
"TRANSFER AGENT" means Xxxxxxx National Asset Management, LLC or any
successor transfer agent appointed by the Customer.
"TRANSFER ACCOUNTS" means the clearing accounts listed on Schedule 6,
used by the Transfer Agent to process certain transactions for the
Customer, including, but not limited to, purchases and redemptions for
the Customer, so that monies transferring into and out of such
clearing accounts can be made as a single net payment or receipt by
the Bank.
"TRANSFER ACCOUNT LIABILITIES" means with respect to any Customer that
portion of any overdraft, obligation, or other amount owing to the
Bank arising under any of the Transfer Accounts that are directly
attributable to transactions relating to that Customer, including, but
not limited to, purchases and redemptions of shares of the Customer.
"VIRUS" means: (i) program code or programming instruction or set of
instructions intentionally designed to disrupt, disable, harm,
interfere with or otherwise adversely affect computer programs, data
files or operations; or (ii) other code typically described as a virus
or by similar terms, including Trojan horse, worm or backdoor.
All terms in the singular will have the same meaning in the plural
unless the context otherwise provides and visa versa.
2. WHAT THE BANK IS REQUIRED TO DO
2.1 SET UP ACCOUNTS
(a) Bank will establish and maintain the following accounts
("Accounts"):
(i) one or more Securities Accounts in the name of Customer (or
in another name requested by the Customer that is acceptable
to Bank) for Financial Assets, which may be held by Bank or
its Subcustodian or a Securities Depository for Bank on
behalf of the Customer, including as an Entitlement Holder;
and
(ii) one or more accounts in the name of Customer (or in another
name requested by the Customer that is acceptable to Bank)
("Cash Account") for any and all cash in any currency
received by or on behalf of Bank for the account of
Customer.
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 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.
(c) Bank's obligation to open Accounts pursuant to Section 2.1(a) is
conditional upon Bank receiving such of the following documents
as Bank may require:
(i) a certified copy of the Customer's constitutional documents
as currently in force;
(ii) a certified copy of a resolution of the Customer's board of
directors or equivalent governing body, substantially in the
form set out in Schedule 4;
(iii) Bank's standard form fund manager mandate (in the form set
out in Appendix A), completed by any persons designated in
Schedule 3; and
(iv) in the case of any Account opened in a name not that of the
Customer, documentation with respect to that name similar to
that set forth in sub-sections (i) - (iii).
2.2 CASH ACCOUNT
(a) Any amount standing to the credit of the Cash Account is a debt
due from Bank to Customer as banker. 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.
(b) Any amounts credited by Bank to the Cash Account on the basis of
a notice or an interim credit from a third party, may be reversed
if Bank does not receive final payment in a timely manner. Bank
will notify the Customer promptly of any such reversal.
2.3 SEGREGATION OF ASSETS; NOMINEE NAME
(a) Bank will identify in its books 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 books
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;
(iii) to hold Securities in omnibus accounts on a fungible basis
and to accept delivery of Securities of the same class and
denomination as those deposited with Bank or its
Subcustodian; and
(iv) 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.
2.4 SETTLEMENT OF TRANSACTIONS
Subject to Article 3 and Section 4.2 of this Agreement, Bank will act
in accordance with Instructions with respect to settlement of
transactions. Settlement will be conducted in accordance with
prevailing standards of the market in which the transaction occurs
provided that such standards are generally accepted by Institutional
Clients. For the avoidance of doubt, such standards shall include
practices regarding delivery against receipt or delivery in advance of
receipt that may be prevailing in the applicable market for the type
of transaction being settled. Without limiting the generality of the
foregoing, unless otherwise directed by Customer, the risk of loss
will be Bank's if it makes delivery before receipt in a market where
delivery versus receipt is the prevailing market standard and is
generally accepted by Institutional Clients, and the risk of loss will
be Customer's whenever Bank makes delivery when directed by Customer
or in accordance with the prevailing market standard generally
accepted by Institutional Clients. 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 and will promptly notify the Customer of such
failure.
For purposes of this Section 2.4, "Institutional Clients" means U.S.
registered investment companies, U.S.-based commercial banks,
insurance companies, pension funds or substantially similar financial
institutions.
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 transactions in those markets where Bank generally
offers contractual settlement date accounting.
(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 Bank pending
settlement of the transaction 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 Bank. Bank then will post the Securities
Account as awaiting receipt of the expected Financial
Assets. Customer will not be entitled to the delivery of
Financial Assets that are awaiting receipt until Bank or a
Subcustodian actually receives them.
Upon request, Bank shall provide the Customer with a list of
those markets for which it provides contractual settlement date
accounting. Bank may add markets to or remove markets from this
list upon notice to the Customer that is reasonable in the
circumstances.
(b) Bank may reverse any debit or credit made pursuant to Section
2.5(a) prior to a transaction's actual settlement upon notice to
the Customer in cases where Bank reasonably believes that the
transaction will not settle in the ordinary course within a
reasonable time. The Customer will be responsible for any
reasonable costs or liabilities resulting from such reversal. The
Customer acknowledges that the procedures described in Section
2.5 are of an administrative nature, and Bank does not undertake
to make loans and/or Financial Assets available to Customer.
2.6 ACTUAL SETTLEMENT DATE ACCOUNTING
With respect to settlement of a 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 and cleared by Bank.
2.7 INCOME COLLECTION (AUTOCREDIT(R))
(a) Bank will monitor information publicly available in the
applicable market about forthcoming income payments on the
Financial Assets, and will promptly notify the Customer of such
information.
(b) Bank will credit the Cash Account with income proceeds on
Financial Assets on the anticipated payment date, net of any
taxes that are withheld by Bank or any third party ("AutoCredit")
in those markets where Bank customarily provides an AutoCredit
service. Upon request, Bank shall provide the Customer with a
list of AutoCredit eligible markets. Bank may add markets to or
remove markets from the list of AutoCredit markets upon notice to
the Customer that is reasonable in the circumstances. Bank may
reverse AutoCredit credits upon oral or written notification to
the Customer if Bank believes that the corresponding payment will
not be received by Bank within a reasonable period or the credit
was incorrect.
(c) In markets where Bank does not provide an AutoCredit service,
income on Financial Assets (net of any taxes withheld by Bank or
any third party) will be credited only after actual receipt and
reconciliation.
(d) Bank will use reasonable efforts to contact appropriate parties
to collect unpaid interest, dividends or redemption proceeds and
promptly notify the Customer of the late payment. Upon request
Bank will provide Customer's investment manager with
documentation related to any such claim.
2.8 MISCELLANEOUS ADMINISTRATIVE DUTIES
(a) Until Bank receives Instructions to the contrary, Bank will:
(i) 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;
(ii) execute in the name of Customer such certificates as may be
required to obtain payment in respect of Financial Assets;
and
(iii) exchange interim or temporary documents of title held in
the Securities Account for definitive documents of title.
(b) In the event that, as a result of holding of Financial Assets in
an omnibus account, Customer receives fractional interests in
Financial Assets arising out of a Corporate Action or class
action litigation, Bank will credit Customer with the amount of
cash it would have received had the Financial Assets not been
held in an omnibus account, and Customer shall relinquish to Bank
its interest in such fractional interests.
(c) If some, but not all, of an outstanding class of Financial Assets
is called for redemption, Bank may allot the amount redeemed
among the respective beneficial holders of such a class of
Financial Assets on a pro rata basis or in a similar manner Bank
reasonably deems fair and equitable consistent with applicable
law.
2.9 CORPORATE ACTIONS
(a) Bank will act in accordance with local market practice to obtain
information concerning Corporate Actions that is publicly
available in the local market. Bank also will review information
obtained from sources to which it subscribes for information
concerning such Corporate Actions. Bank will promptly provide
that information (or summaries that accurately reflect the
material points concerning the applicable Corporate Action) to
Customer or its Authorized Person.
(b) Bank will act in accordance with the Customer's Instructions in
relation to such Corporate Actions. If the Customer fails to
provide Bank with timely Instructions with respect to any
Corporate Action, neither Bank nor its Subcustodians or their
respective nominees will take any action in relation to that
Corporate Action, except as otherwise agreed in writing by Bank
and the 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.
2.10 CLASS ACTION LITIGATION
Any notices received by Bank's corporate actions department about
settled securities class action litigation that requires action by
affected owners of the underlying Financial Assets will be promptly
notified to Customer if Bank, using reasonable care and diligence in
the circumstances, identifies that Customer was a shareholder and held
the relevant Financial Assets in custody with Bank at the relevant
time. Bank's responsibility with respect to enrolling Customer in an
identified securities class action will be governed by a separate
Class Action Agreement with Bank.
2.11 PROXIES
(a) Bank will monitor information distributed to holders of Financial
Assets about upcoming shareholder meetings, promptly notify the
Customer (or Customer's designated proxy voting agent or
sub-advisers) of such information, provide U.S. proxy materials
to the Customer's designated proxy voting agent or sub-advisers,
and, subject to Section 2.11(c), act in accordance with the
Customer's Instructions in relation to such meetings ("the Proxy
Voting Service").
(b) The Proxy Voting Service is available only in certain markets,
details of which are available from Bank on request. Provision of
the Proxy Voting Service is conditional upon receipt by Bank of a
duly completed enrolment form as well as additional documentation
that may be required for certain markets.
(c) The Proxy Voting Service does not include physical attendance at
shareholder meetings. Requests for physical attendance at
shareholder meetings can be made but they will be evaluated and
agreed to by Bank on a case by case basis.
(d) Customer acknowledges that the provision of the Proxy Voting
Service may be precluded or restricted under a variety of
circumstances. These circumstances include, but are not limited
to:
(i) the Financial Assets being on loan or out for registration;
(ii) the pendency of conversion or another corporate action;
(iii) the Financial Assets being held in a margin or collateral
account at Bank or another bank or broker, or otherwise in a
manner which affects voting;
(iv) local market regulations or practices, or restrictions by
the issuer; and
(v) Bank being 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.
(e) Notwithstanding the fact that Bank may act in a fiduciary
capacity with respect to Customer under other agreements, in
performing Proxy Voting Service, Bank will be acting solely as
the agent of Customer, and will not exercise any discretion, with
regard to such Proxy Voting Service or vote any proxy except when
directed by an Authorized Person.
2.12 STATEMENTS OF ACCOUNT
(a) Bank will provide Customer with a statement of account for each
Account, identifying cash and Financial Assets held in the
Account and any transfers to and from the Account. If agreed by
the parties, statements of account will be accessed by the
Customer on-line. Otherwise, statements will be sent to Customer
at times to be mutually agreed by the parties. Customer will
review its statement of account and give Bank written notice of
any suspected error or omission within a reasonable time of the
date of the relevant suspected error or omission.
(b) Customer acknowledges that information available to it on-line
with respect to intraday transactions posted after the close of
the prior business day may not be accurate due to 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 information accessed on-line. For the
avoidance of doubt, Customer may rely on the accuracy of any
intraday report to the extent that such report (i) explicitly
states it is a final report or (ii) contains historical data that
has been posted prior to the current business day.
2.13 ACCESS TO BANK'S RECORDS
(a) Bank will allow Customer's auditors and independent public
accountants, or other designated representatives of Customer,
such 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 the relevant local law,
Bank also will obtain an undertaking to permit Customer's
auditors and independent public accountants, reasonable access to
the records of any Subcustodian of Financial Assets held in the
Securities Account as may be required in connection with such
examination.
(b) Bank will, upon reasonable written notice, allow Customer
reasonable access during normal working hours to the records of
Bank relating to the Accounts. Bank may impose reasonable
restrictions on the number of individuals allowed access, the
frequency and length of such access, and the scope of the records
made available. The Customer shall reimburse Bank for the cost of
copying, collating and researching archived information at Bank's
regular hourly rate.
(c) The Bank shall keep records relating to the Securities Account
and Cash Account and shall maintain such records in accordance
with the Bank's record retention policy (details of which shall
be provided to the Customer upon request).
2.14 MAINTENANCE OF FINANCIAL ASSETS AT SUBCUSTODIAN LOCATIONS
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 Schedule 1
to this Agreement, as in effect from time to time.
2.15 TAX RELIEF SERVICES
Bank will provide tax relief services as provided in Section 8.2.
2.16 FOREIGN EXCHANGE TRANSACTIONS
To facilitate the administration of Customer's trading and investment
activity, Bank may, but will not be obliged to, enter into spot or
forward foreign exchange contracts with Customer, or an Authorized
Person, and may also provide foreign exchange contracts and facilities
through its Affiliates or Subcustodians. Instructions, including
standing Instructions, may be issued with respect to such contracts,
but Bank may establish rules or limitations concerning any foreign
exchange facility made available. In all cases where Bank, its
Affiliates or Subcustodians enter into a master foreign exchange
contract that covers foreign exchange transactions for the Accounts,
the terms and conditions of that foreign exchange contract and, to the
extent not inconsistent, this Agreement, will apply to such
transactions.
2.17 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 it on the website.
2.18 SUPERVISION
Except as provided under Section 7.6 of this Agreement, Bank shall
supervise the performance by its employees or agents of services
provided under this Agreement. Bank shall provide appropriate training
for its employees.
3. INSTRUCTIONS
3.1 ACTING ON INSTRUCTIONS; METHOD OF INSTRUCTION AND UNCLEAR INSTRUCTIONS
(a) Customer authorizes Bank to accept and act upon any Instructions
received by it without inquiry. The Customer will indemnify Bank
Indemnitees against, and hold each of them harmless from, any
Liabilities that may be imposed on, incurred by, or asserted
against Bank Indemnitees as a result of any action or omission
taken in accordance with any Instruction.
(b) Customer will where reasonably practicable use automated and
electronic methods of sending Instructions.
(c) Bank shall promptly notify an Authorized Person if Bank
determines that an Instruction does not contain all information
reasonably necessary for Bank to carry out the Instruction. Bank
will not be liable for any loss arising from any reasonable delay
in carrying out any such Instruction pending receipt of such
missing information, clarification or confirmation.
3.2 VERIFICATION AND SECURITY PROCEDURES
(a) Bank and Customer shall from time to time agree upon 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 verify that such instruction is authorized
("Security Procedures"). A Security Procedure may, without
limitation, involve the use of algorithms, codes, passwords,
encryption and telephone call backs. The 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 the 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 authorised Instruction.
(b) Bank and Customer shall ensure that any codes, passwords or
similar devices are reasonably safeguarded.
(c) Either party may record any of their telephone communications,
provided such communications relate to operations and Instruction
management.
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 Instructions, 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 after that 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 5.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 FEES AND EXPENSES
Customer will pay Bank for its services under this Agreement such fees
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 charged directly or indirectly by governmental authorities,
issuers, or their agents. The Bank will invoice the Customer for
amounts owing to it and such amounts will be payable within thirty
(30) days of the invoice. The Bank will be entitled to deduct amounts
owing to it from the Cash Account if the Customer has not objected to
the invoice within thirty (30) days of the date of the invoice (or
such other period as the parties may agree in writing). If the
Customer disputes an invoice it shall nevertheless pay, or allow the
Bank to deduct, such portion of the invoice that is not subject to a
BONA FIDE dispute. Without prejudice to Bank's other rights, the Bank
reserves the right to charge interest on overdue amounts from the due
date until actual payment at such rate as the Bank may reasonably
determine.
4.2 OVERDRAFTS
If a debit to any currency in the Cash Account results 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 a
rate of, Fed Funds plus 150 BPS or such other rate that has been
communicated with Customer for such overdrafts, from the date of such
advance to the date of payment (both after as well as before
judgement). No prior action or course of dealing on Bank's part with
respect to the settlement of transactions on Customer's behalf will 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. The Customer will be promptly notified via electronic
notice of an overdraft balance in the Cash Account.
4.3 BANK'S RIGHT OVER SECURITIES; SET-OFF
(a) Without prejudice to Bank's rights under Applicable Law, until
satisfaction of all undisputed Liabilities (other than unpaid
fees to Bank for its services under this Agreement) outstanding
from time to time (whether actual or contingent) of Customer
under or in connection with this Agreement, Bank shall have, and
Customer shall grant to Bank a security interest in and a lien on
the Financial Assets held in the Securities Account and Bank
shall be entitled without notice to Customer, to withhold
delivery of such Financial Assets, sell or otherwise realize any
of such Financial Assets and to apply the proceeds and any other
monies credited to the Cash Account in satisfaction of such
undisputed Liabilities. For this purpose, Bank may make such
currency conversions as may be necessary at its then current
rates for the sale and purchase of relevant currencies.
(b) Without prejudice to Bank's rights under Applicable Law, Bank may
set off against any amount owing by Customer under this Agreement
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) Customer grants to the Bank a security interest in and a lien on
the Financial Assets held in any given Customer's Securities
Account and the cash held in that Customer's Cash Account to
secure the portion of Transfer Account Liabilities with respect
to the Customer, and the Bank shall be entitled without prior
notice to the Customer (provided that Bank agrees to provide
notice to Customer within a commercially reasonable time after
any such action is taken), to withhold delivery of such Financial
Assets, sell or otherwise realize any of such Financial Assets
and to apply the proceeds and any other monies credited to the
Cash Account in satisfaction of such Transfer Account
Liabilities, provided that Bank hereby agrees, that when
commercially reasonable, it shall apply monies credited to the
Cash Account in satisfaction of such Transfer Account Liabilities
before selling or otherwise realizing any of such Financial
Assets in the Securities Account, and provided further, that
Customer agrees that Bank may so apply monies credited to the
Cash Account. For the purpose of effecting the foregoing rights,
the 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.
(d) The 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, the Customer will ensure that
the Transfer Agent provides to the Bank, on a daily basis: (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
Transfer Account Liabilities incurred or created in connection
with the transactions processed through the Transfer Accounts
that are attributable to each Customer. The Customer will be
responsible for any Transfer Account Liabilities resulting from a
failure of the Transfer Agent to provide accurate and timely
information to the Bank regarding the Transfer Accounts.
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. Bank will use
reasonable care in the selection, monitoring and continued
appointment of such Subcustodians. In addition, Bank and each
Subcustodian may deposit Securities with, and hold Securities in
any Securities Depository on such terms as such Securities
Depository customarily operates and Customer will provide Bank
with such documentation or acknowledgements that Bank may require
to hold the Financial Assets in such Securities Depository.
(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. Bank
shall be responsible for all claims for payment of fees for safe
custody or administration so that no Subcustodian exercises any
claim for such payment against Customer's assets. 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. Bank shall
identify on its records as belonging to Customer the Financial
Assets of Customer held by Subcustodian or 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.
(c) Bank is not responsible for the selection or monitoring of any
Securities Depository, except as provided in the Mutual Fund
Rider to this Global Custody Agreement, and will not be liable
for any act or omission by (or the insolvency of) any Securities
Depository. In the event the Customer incurs a loss due to the
negligence, willful default, or insolvency of a Securities
Depository, Bank will make reasonable efforts, in its discretion,
to seek recovery from the Securities Depository, but Bank will
not be obligated to institute legal proceedings, file proof of
claim in any insolvency proceeding, or take any similar action.
Bank shall be liable to Customer for any loss or damage to
Customer resulting from Financial Assets held at a Securities
Depository if such loss or damage directly resulted from the
negligence or willful misconduct of Bank or any of its agents
(for the avoidance of doubt, a Securities Depository is not an
agent of the Bank) or of any of their employees.
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 direct 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 direct Losses.
Bank shall also be liable for direct Losses that result from the
insolvency of any Affiliated Subcustodian. 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.
(b) Subject to compliance with Rule 17f-5 under the 1940 Act, 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.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 REPRESENTATIONS OF CUSTOMER AND BANK
(a) The 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, and to borrow money
(both any short term or intraday borrowings in order to settle
transactions prior to receipt of covering funds), xxxxx x xxxx
over Financial Assets as contemplated by Section 4.3, and enter
into foreign exchange transactions; (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 promptly notify Bank of any changes in
residency and (v) the Financial Assets and cash deposited in the
Accounts (other than those Financial Assets and cash held in
Accounts ("Control Account Assets") established pursuant to
certain Account Control Agreements among the Customer, Bank and
secured parties named therein) are not subject to any encumbrance
or security interest whatsoever and Customer undertakes that, so
long as Liabilities are outstanding, it will not create or permit
to subsist any encumbrance or security interest over such
Financial Assets or cash (other than Control Account Assets).
Bank may rely upon the certification of such other facts as may
be required to administer Bank's obligations under this Agreement
and Customer shall indemnify Bank against all losses, liability,
claims or demands arising directly or indirectly from any such
certifications.
(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, (iii) it is qualified as a
custodian under Sections 17(f) of the 1940 Act and warrants that
it will remain so qualified, and upon ceasing to be so qualified,
shall promptly notify the Customer in writing and (iv)it shall
act in accordance with Applicable Law.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 STANDARD OF CARE; LIABILITY
(a) Bank will use reasonable care in performing its obligations under
this Agreement in accordance with the standards prevailing in the
applicable market. Bank will not be in violation of this
Agreement with respect to any matter as to which it has satisfied
its obligation of reasonable care.
(b) Bank shall exercise reasonable care, prudence and diligence in
carrying out all its duties and obligations under this Agreement,
and shall be liable to Customer for any and all direct claims,
liabilities, losses, damages, fines, penalties and expenses
("Losses") suffered or incurred by such 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).
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 under
this Agreement, or Bank's role as custodian.
(c) The Customer will indemnify Bank Indemnitees against, and hold
them harmless from, any Liabilities that may be imposed on,
incurred by or asserted against any 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 of Bank Indemnitees' status as a holder of
record of Customer's Securities; provided that, to the extent
practicable, Bank uses reasonable care to provide prompt notice
to Customer of the circumstances and all pertinent facts related
to the claim for indemnification. 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.
Nevertheless, under no circumstances will Customer be liable for
any indirect, incidental, consequential or special damages
(including, without limitation, lost profits) of any form
incurred by Bank, whether or not foreseeable and regardless of
the type of action in which such a claim may be brought, with
respect to the Accounts, or Customer's performance or
non-performance under this Agreement. The Customer and the Bank
agree that the obligations of the Customer under this Agreement
shall not be binding upon any of the directors/trustees,
shareholders, nominees, officers, employees or agents, whether
past, present or future, of the series of the Customer,
individually, but are binding only upon the assets and property
of the Customer.
(d) The party seeking indemnification under this Agreement (the
"Indemnified Party") agrees to give prompt notice to the party
from whom indemnity is sought (the "Indemnifying Party") of the
assertion of any claim, or the commencement of any suit, action
or proceeding ("Claim") in respect of which indemnity may be
sought under this Agreement and will provide the Indemnifying
Party such information with respect thereto that the Indemnifying
Party may reasonably request. The failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party of
its obligations hereunder, except to the extent such failure
shall have adversely prejudiced the Indemnifying Party.
If Customer acknowledges in writing that Bank is entitled to
indemnification, the Customer shall have the option to defend
Bank against any claim which may be the subject of this
indemnification, and in the event that the Customer so elects, it
will so notify Bank, and thereupon Customer shall take over
complete defense of the claim. In the event Customer elects to
assume the control of the defense of the claim, Bank may
participate in such proceeding and retain additional counsel but
shall bear all fees and expenses of such retention of such
counsel, unless (i) Customer shall have specifically authorized
the retention of such counsel, or (ii) if Customer and Bank agree
that the retention of such counsel is required as a result of a
conflict of interest. In the event Customer assumes control of
any proceeding, Customer shall keep Bank notified of the progress
of such proceeding and, upon request, consult with Bank and
counsel. Customer will, upon request by Bank, either pay in the
first instance or reimburse Bank for any expense subject to
indemnity hereunder. Customer shall not settle or compromise any
proceeding without the prior written consent of Bank unless (i)
such settlement or compromise involves no admission of guilt,
wrongdoing, or misconduct by Bank, (ii) such settlement or
compromise does not impose any obligations or restrictions on
Bank other than obligations to pay money that are subject to
indemnity under this Agreement, (iii) such settlement or
compromise involves no injunctive or other equitable relief
against the Bank and would not otherwise materially and adversely
affect (A) the business, financial condition or results of
operations of the Bank and (B) the Bank's method of doing
business,and (iv) Customer shall have paid or made arrangements
satisfactory to Bank for payment of amounts payable by Bank in
connection with such settlement. Bank shall in no case confess
any claim or make any compromise in any case which Customer will
be asked to indemnify Bank except with the Customer's prior
written consent. Bank shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Customer) on
all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
(e) Customer agrees that Bank provides no service in relation to, and
therefore has no duty or responsibility to: (i) question
Instructions or make any suggestions to Customer or an Authorized
Person regarding such Instructions, except to verify that such
instruction is authorized in accordance with Section 3.2; (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.
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 complies with applicable law and meets 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 (except where such fraud or forgery is
attributable to Bank or its employees or agents who provide services
hereunder), 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 legal
counsel in relation to matters of law, regulation or market practice
(which may be the legal counsel of Customer), and shall not be deemed
to have been negligent with respect to any action taken or omitted in
good faith pursuant to such advice. Bank should notify Customer if
relying on professional advisers.
7.4 BANK PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS AS A
RESULT
Customer hereby authorizes Bank to act under this Agreement
notwithstanding that: (a) Bank or any of its divisions, branches or
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, including
the fact that 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 the activities listed
herein. (b) Bank or any of its divisions, branches or Affiliates may
be in possession of information tending to show that the Instructions
received may not be in the best interests of Customer. Bank is not
under any duty to disclose any such information unless such
information is broadly disclosed to the other custody clients of Bank
receiving the same types of services as the Customer.
7.5 ASSETS HELD OUTSIDE BANK'S CONTROL
Bank will not be obliged to hold Securities or cash with any person
not agreed to by Bank. Furthermore, Bank will not be obliged to
register or record Securities in the name of any person not agreed to
by Bank. If, however, the Customer makes such a request and Bank
agrees to the request, the consequences of doing so will be at the
Customer's own risk. Bank will not be liable for any losses incurred
as a result and may be precluded from providing some of the services
referred to in this Agreement (for example, and without limitation,
income collection, proxy voting, class action litigation and Corporate
Action notification and processing).
7.6 ANCILLARY SERVICES
Bank and its Subcustodians may use third parties to provide ancillary
services (i.e., services that do not form part of the custody services
contained in Article 2 and which include without limitation courier or
pricing services). Whilst Bank will use reasonable care (and procure
that its Subcustodians use reasonable care) in the selection and
retention of such third parties, it will not be responsible for any
errors or omissions made by such third party in providing the relevant
services.
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 provides no service of controlling or monitoring, and
therefore has no duty in respect of, or liability 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 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 provided, however, that Bank will be responsible 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 timely
and accurately 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 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.
9. TERMINATION
9.1 TERM AND TERMINATION
(a) The initial term of this Agreement shall be for a period of two
years following the date on which Bank commenced providing
services under the Agreement. Following the initial term,
Customer may terminate this Agreement on sixty (60) days' written
notice to Bank. Bank may terminate this Agreement on one hundred
and eighty (180) days' written notice to Customer.
(b) Notwithstanding Section 9.1(a):
(i) Either party may terminate this Agreement immediately on
written notice to the other party in the event that a
material breach of this Agreement by the other party has not
been cured within thirty (30) days of that party being given
written notice of the material breach;
(ii) Either party may terminate this Agreement immediately on
written notice to the other party upon the other party being
declared bankrupt, entering into a composition with
creditors, obtaining a suspension of payment, being put
under court controlled management or being the subject of a
similar measure;
(iii) Bank may terminate this Agreement on sixty (60) days'
written notice to Customer in the event that Bank reasonably
determines that Customer has ceased to satisfy Bank's
customary credit requirements; and
(iv) Customer may terminate this Agreement at any time during the
initial term on sixty (60) days' written notice to Bank upon
payment of a termination fee. The termination fee will be an
amount equal to the aggregate sum of fees accrued prior to
the date of termination but waived based on the fee schedule
set forth in Schedule 7, as applied against transactions and
activities of the Customer since the date Bank commenced
providing services under this Agreement. If the Agreement is
terminated by the Customer pursuant to Section 9.1(b)(i)
through (ii), no termination fee will be paid to the Bank.
9.2 EXIT PROCEDURE
Customer will provide Bank full details of the persons to whom Bank
must deliver Financial Assets and cash within a reasonable period
before the effective time of termination of this Agreement. If
Customer fails to provide such details in a timely manner, Bank shall
be entitled to continue to be paid fees under this Agreement until
such time as it is able to deliver the Financial Assets and cash to
successor custodian, but Bank may take such steps as it reasonably
determines to be necessary to protect itself following the effective
time of termination, including ceasing to provide transaction
settlement services in the event that Bank is unwilling to assume any
related credit risk. 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 reasonably 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 NOTIFICATIONS
Notices (other than Instructions) under this Agreement will be served
by registered mail 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.
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. Notwithstanding this prohibition, Customer may assign the
right to recover losses to its insurer, investment manager or its
affiliates that pay for losses sustained by Customer.
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
(a) The following Rider(s) are incorporated into this Agreement:
___ Cash Trade Execution; and
___ Mutual Fund.
(b) This Agreement, including the Schedules, Exhibits, and Riders
(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. 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 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 Xxx 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, the Customer may have a right to claim compensation
from the FSCS. Subject to the terms of the FSCS, the limit on the
maximum compensation sum payable by the FSCS in relation to investment
business is (pound)48,000 and in relation to deposits is
(pound)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 0xx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx, X0 0XX.
10.6 INSURANCE
The Customer acknowledges that Bank will not be required to maintain
any insurance coverage specifically for the benefit of the Customer.
Bank will, however, provide details of its own general insurance
coverage to the Customer on request.
10.7 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 Account.
10.8 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.
10.9 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,
except that the foregoing shall not reduce any statutory right to
choose New York law or forum. The United States District Court for the
Southern District of New York will have the sole and exclusive
jurisdiction over any lawsuit or other judicial proceeding relating to
or arising from this Agreement. If that court lacks federal subject
matter jurisdiction, the Supreme Court of the State of New York, New
York County will have sole and exclusive jurisdiction. Either of these
courts will have proper venue for any such lawsuit or judicial
proceeding, and the parties waive any objection to venue or their
convenience as a forum. The parties agree to submit to the
jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over them in any of these
courts. The parties further hereby knowingly, voluntarily and
intentionally waive, to the fullest extent permitted by applicable
law, any right to a trial by jury with respect to any such lawsuit or
judicial proceeding arising or relating to this Agreement or the
transactions contemplated hereby. To the extent that in any
jurisdiction Customer may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment
(before or after judgement) or other legal process, Customer shall not
claim, and it hereby irrevocably waives, such immunity.
10.10 SEVERABILITY; WAIVER; AND SURVIVAL
(a) If one or more provisions of this Agreement are held invalid,
illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under
other circumstances or in other jurisdictions and of the
remaining provisions will not in any way be affected or impaired.
(b) Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right under this
Agreement operates as a waiver, nor does any single or partial
exercise of any power or right preclude any other or further
exercise, or the exercise of any other power or right. No waiver
by a party of any provision of this Agreement, or waiver of any
breach or default, is effective unless it is in writing and
signed by the party against whom the waiver is to be enforced.
(c) The parties' rights, protections, and remedies under this
Agreement shall survive its termination.
10.11 CONFIDENTIALITY
(a) Subject to Clause 10.11(b) the Bank will hold all Confidential
Information in confidence and will not disclose any Confidential
Information except as may be required by Applicable Law, a
regulator with jurisdiction over the Bank's business, or with the
consent of the Customer. Bank shall provide Customer with notice
where it is the subject of any regulatory request involving
Customer's Confidential Information provided such notice is
permitted by Applicable Law.
(b) The Customer authorizes the Bank to disclose Confidential
Information consistent with Applicable Law:
(i) any Subcustodian, subcontractor, agent, Securities
Depository, securities exchange, broker, third party agent,
proxy solicitor, issuer, or any other person that the Bank
believes it is reasonably required in connection with the
Bank's provision of relevant services under this Agreement
to the extent that is consistent with the prevailing
industry practice;
(ii) its professional advisors, auditors or public accountants;
(iii) its Affiliates, and
(iv) any revenue authority or any governmental entity in relation
to the processing of any tax relief claim.
(c) Except as otherwise required by Applicable Law or as needed to
enforce the terms of this Agreement, the parties shall hold the
terms and conditions of this Agreement in confidence.
10.12 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.
10.13 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.
THE CUSTOMER JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Managing Director
Date: 8/12/09 Date: 8/18/09
Address: 0 Xxxxxxxxx Xxx, Xxxxxxx XX 00000
X.X. Xxxxxx
ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT
The undersigned [___________________________] ("Customer") incorporated under
the laws of [_____________________] with address at [_______________________]
hereby requests the securities custody services of JPMorgan Chase Bank, N.A.,
and Customer, by its signature below, agrees to the terms and conditions of that
certain Master Global Custody Agreement, dated [___________________] with
JPMorgan Chase Bank, N.A. and certain affiliated companies of the undersigned.
THE CUSTOMER
By:__________________________________
Name:
Title:
Date:
JPMORGAN CHASE BANK, N.A.
By:_________________________________
Name:
Title:
Date:
SCHEDULE A
JNL INVESTORS SERIES TRUST
Xxxxxxx Perspective Total Return Fund
JNL Money Market Fund
JNL SERIES TRUST
JNL/AIM Global Real Estate Fund
JNL/AIM International Growth Fund
JNL/AIM Large Cap Growth Fund
JNL/AIM Small Cap Growth Fund
JNL/Capital Guardian Global Balanced Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/Capital Guardian U.S. Growth Equity Fund
JNL/Capital Guardian International Small Cap Fund
JNL/Credit Suisse Global Natural Resources Fund
JNL/Credit Suisse Long/Short Fund
JNL/Eagle Core Equity Fund
JNL/Eagle SmallCap Equity Fund
JNL/Franklin Xxxxxxxxx Global Growth Fund
JNL/Franklin Xxxxxxxxx Income Fund
JNL/Franklin Xxxxxxxxx Mutual Shares Fund
JNL/Franklin Xxxxxxxxx Small Cap Value Fund
JNL/Xxxxxxx Sachs Core Plus Bond Fund
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
JNL/Xxxxxxx Sachs Mid Cap Value Fund
JNL/Xxxxxxx Xxxxx Short Duration Bond Fund
JNL/JPMorgan International Value Fund
JNL/JPMorgan MidCap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Lazard Mid Cap Equity Fund
JNL/M&G Global Basics Fund
JNL/M&G Global Leaders Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management European 30 Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Pacific Xxx 00 Xxxx
XXX/Xxxxxx Capital Management S&P 400 MidCap Index Fund
JNL/Mellon Capital Management S&P 500 Index Fund
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Oppenheimer Global Growth Fund
JNL/XXX Asia ex-Japan Fund
JNL/XXX China-India Fund
JNL/PIMCO Real Return Fund
JNL/PIMCO Total Return Bond Fund
JNL/PPM America Core Equity Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Value Equity Fund
JNL/Red Rocks Listed Private Equity Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Total Yield Fund
JNL/Select Balanced Fund
JNL/Select Money Market Fund
JNL/Select Value Fund
JNL/X. Xxxx Price Established Growth Fund
JNL/X. Xxxx Price Mid-Cap Growth Fund
JNL/X. Xxxx Price Value Fund
JNL/Franklin Xxxxxxxxx Founding Strategy Fund
JNL/Mellon Capital Management 10 x 10 Fund
JNL/Mellon Capital Management Index 5 Fund
JNL/S&P 4 Fund
JNL/S&P Disciplined Growth Fund
JNL/S&P Disciplined Moderate Fund
JNL/S&P Disciplined Moderate Growth Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Moderate Growth Fund
JNL/Institutional Alt 65 Fund
JNL/Institutional Alt 50 Fund
JNL/Institutional Alt 35 Fund
JNL/Institutional Alt 20 Fund
JNL VARIABLE FUND, LLC
JNL/Mellon Capital Management 25 Fund
JNL/Mellon Capital Management Communications Sector Fund
JNL/Mellon Capital Management Consumer Brands Sector Fund
JNL/Mellon Capital Management Financial Sector Fund
JNL/Mellon Capital Management Global 15 Fund
JNL/Mellon Capital Management Healthcare Sector Fund
JNL/Mellon Capital Management Nasdaq(R) 25 Fund
JNL/Mellon Capital Management Oil & Gas Sector Fund
JNL/Mellon Capital Management S&P(R) 24 Fund
JNL/Mellon Capital Management Technology Sector Fund
JNL/Mellon Capital Management Value Line(R) 30 Fund
JNL/Mellon Capital Management VIP Fund
JNL/Mellon Capital Management Select Small-Cap Fund
JNL/Mellon Capital Management DowSM 10 Fund
JNL/Mellon Capital Management JNL Optimized 5 Fund
JNL/Mellon Capital Management S&P(R) XXxx 60 Fund
JNL/Mellon Capital Management NYSE(R) International 25 Fund
JNL/Mellon Capital Management DowSM Dividend Fund
JNL/Mellon Capital Management S&P(R) 10 Fund
JNL/Mellon Capital Management JNL 5 Fund
SCHEDULE 1
SCHEDULE 1
Agent and Cash Network
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.
Florida 000, 0xx Xxxxx Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.
Xxxxx 00 Xxxxxxxxx
AAP Xxxxxx 000, Xxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRIA UniCredit Bank Austria AG X.X. Xxxxxx AG
Xxxxxx Xxxxxxx Xxxxx - 0 Xxxxxxxxx
X-0000 Xxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain
1st Floor, Building No 2505, Road No 2832 Manama
Al Seef 428
BAHRAIN
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A Xxxxx
Xxx 000
Xxxxx-0000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BELGIUM Fortis Bank (Nederland) N.V. J.P. Xxxxxx XX
Rokin 00 Xxxxxxxxx
0000XX Xxxxxxxxx
THE NETHERLANDS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited
0 Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx HMDX
BERMUDA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BRAZIL HSBC Bank Brasil S.A. Banco Multiplo HSBC Bank Brasil S.A. Banco Multiplo
Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 0000, 0xx Xxxxx Xxx Xxxxx
Sao Paulo, SP 00000-000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
BULGARIA ING Bank N.V. ING Bank N.V.
Xxxxx Xxxxxx Sofia
12 Xxxx Bersinski Xxxxxx
Xxxx Xxxxx Xxxxxx
0000 Xxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
Xxxxxxxx Xxxxx Xxxx Xxxxxxx
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada Royal Bank of Canada
000 Xxxxxxxxxx Xxxxxx West, 2nd Floor Toronto
Xxxxxxx Xxxxxxx X0X 0X0
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHILE Banco de Chile Banco de Chile
Xx. Xxxxxx Xxxxx 0000 0xx Xxxxx Xxxxxxxx
000-0000 Xxx Xxxxxx
Xxxxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHANGHAI China B-Shares:
HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
00/X, XXXX Xxxxx Xxx Xxxx (for B-Share Market)
1000 Lujiazui Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client
Relationship Team
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHENZHEN China B-Shares:
HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
00/X, XXXX Xxxxx Xxxx Xxxx (for B-Share Market)
1000 Lujiazui Xxxx Xxxx
Xxxxxx
Xxxxxxxx 000000
THE PEOPLE'S REPUBLIC OF CHINA
China A-Shares: Please refer to your Client
Relationship Team
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia X.X.
Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx
Xxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CROATIA Privredna banka Zagreb d.d. Zagrebacka Banka d.d.
Xxxxxx x.00 Xxxxxx
00000 Xxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CYPRUS Marfin Popular Bank Public Company Ltd. Marfin Popular Bank Public Company Ltd.
000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 00000
CY-1598 Nicosia
CYPRUS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
CZECH REPUBLIC UniCredit Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.
Xxxxxxxxx 0 Xxxxxx
000 00 Xxxxxx 0
XXXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
DENMARK Nordea Bank Danmark A/S Nordea Bank Danmark A/S
Helgeshoj Alle 33 Copenhagen
Hoje Taastrup
DK-2630 Taastrup
DENMARK
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
EGYPT Citibank, N.A. Citibank, N.A.
4 Xxxxx Xxxxx Street Cairo
Garden City
Cairo
EGYPT
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ESTONIA Swedbank AS SEB Eesti Uhispank
Xxxxxxxxx 0 Xxxxxxx
XX0000 Xxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
FINLAND Nordea Bank Finland Plc X.X. Xxxxxx AG
Xxxxxxx Xxxxx katu 0-0 Xxxxxxxxx
XXX-00000 XXXXXX Helsinki
FINLAND
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
FRANCE BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Ref 256 Frankfurt
XX 000
0, Xxx X'Xxxxx
75078 Xxxxx
Xxxxx 00
XXXXXX
Societe Generale X.X. Xxxxxx AG
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx
00000 Xxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GERMANY Deutsche Bank AG X.X. Xxxxxx XX
Xxxxxx-Herrhausen-Allee 16-24 Frankfurt
D-65760 Eschborn
GERMANY
X.X. Xxxxxx AG#** X.X. Xxxxxx AG
Xxxxxxxxxxxxxx 00 Xxxxxxxxx
00000 Xxxxxxxxx xx Xxxx
XXXXXXX
# For local German custody clients only.
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited
Xxxxxxxx Xxxxx, Xxxx Xxxxxx Xxxxx
Xxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
GREECE HSBC Bank plc X.X. Xxxxxx AG
Messogion 109-111 Xxxxxxxxx
00000 Xxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong
36th Floor, Sun Hung Xxx Xxxxxx
00 Xxxxxxx Xxxx
Xxx Xxxx
XXXX XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
HUNGARY Deutsche Bank Zrt. ING Bank N.V.
Hold utca 00 Xxxxxxxx
X-0000 Xxxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*ICELAND* Islandsbanki hf. Islandsbanki hf.
Xxxxxxxxxxxx 0 Xxxxxxxxx
XX-000 Xxxxxxxxx
XXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
2nd Floor, 'Shiv" Mumbai
Plot No 139-140B
Western Express Highway
Sahar Road Junction
Vile Parle-E
Worli Mumbai 400 057
INDIA
Standard Chartered Bank Standard Chartered Bank
00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx
Mumbai 400 001
INDIA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
INDONESIA Deutsche Bank AG Deutsche Bank AG
Deutsche Bank Building Jakarta
80 Jl. Xxxxx Xxxxxx
Xxxxxxx 00000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
IRELAND Bank of Ireland X.X. Xxxxxx AG
New Century House Frankfurt
Mayor Street Lower
International Financial Services Centre
Xxxxxx 0
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.
00, Xxxxxx Xxxxxx Xxxxxx Xxx Xxxx
00000 Tel Aviv
ISRAEL
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ITALY Intesa Sanpaolo S.p.A. J.P. Xxxxxx XX
6, Xxxxxx xxxxx Xxxxx Xxxxxxxxx
00000 Xxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*IVORY COAST* Societe Generale de Banques en Cote d'Ivoire Societe Generale
5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris
Abidjan 01
IVORY COAST
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*JAMAICA* To Be Determined To Be Determined
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxxx
Xxxx-Xx
Xxxxx 000
XXXXX
The Bank of Tokyo-Mitsubishi UFJ, Limited JPMorgan Chase Bank, N.A.
0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxxx
Xxxx-xx
Xxxxx 000
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
JORDAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
0xx Xxxxx Xxxxxxx Xxxxx
0xx Xxxxxx
Xxxxxxx Xxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KAZAKHSTAN SB HSBC Bank Kazakhstan JSC SB HSBC Bank Kazakhstan JSC
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx 000000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Nairobi
Limited
Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx
Xxxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
KUWAIT HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Kuwait City, Qibla Area Safat
Hamad Al-Saqr Street, Xxxxxxx Xxxxx
X/0/0 Xxxxxx
Xxxxx 00000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LATVIA Swedbank AS Swedbank AS
Balasta dambis 1a Xxxx
Xxxx, XX-0000
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
HSBC Main Building New York
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LITHUANIA AB SEB Bankas AB SEB Bankas
12 Xxxxxxxx xx. Xxxxxxx
XX 0000 Xxxxxxx
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
LUXEMBOURG BGL S.A. J.P. Xxxxxx XX
00 Xxxxxx X.X. Xxxxxxx Xxxxxxxxx
X-0000
XXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
0 Xxxxx Xxxxxx Xxxxx Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.
000 Xxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxx VLT 05
MALTA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
HSBC Centre Port Louis
18 Cybercity
Ebene
MAURITIUS
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MEXICO Banco Nacional de Mexico, S.A. Banco Santander, S.A.
Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxx, X.X.
Xxxxxxx Xxxxx Xx
00000 Xxxxxx, X.X.
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
MOROCCO Societe Generale Marocaine de Banques Attijariwafa Bank S.A.
00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx
Xxxxxxxxxx 00000
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NAMIBIA Standard Bank Namibia Limited The Standard Bank of South Africa Limited
Mutual Platz Johannesburg
Xxx. Xxxxxxxx xxx Xxxx Xxxxxxx
X.X.Xxx 0000
Xxxxxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NETHERLANDS BNP Paribas Securities Services S.A. J.P. Xxxxxx XX
Xxxxxxxxxxx 000 Xxxxxxxxx
0000 XX Xxxxxxxxx
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation
National Nominees Limited Wellington
Level 2 BNZ Tower
000 Xxxxx Xxxxxx
Xxxxxxxx
XXX XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NIGERIA Stanbic IBTC Bank Plc The Standard Bank of South Africa Limited
IBTC Place Johannesburg
Xxxxxx Xxxxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxx
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
NORWAY Nordea Bank Norge ASA Xxxxxx Xxxx Xxxxx XXX
Xxxxxxxxxxxxxx 0 Xxxx
XX Xxx 0000
XX-0000 Xxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
OMAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Bait Al Falaj Xxxx Xxxxxx Xxxx
Xxxx XX 000
XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PAKISTAN Standard Chartered Bank (Pakistan) Limited Standard Chartered Bank (Pakistan) Limited
X.X. Xxx 0000 Karachi
Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxx 00000
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PERU Citibank del Peru S.A. Banco de Credito del Peru
Av. Canaval y Xxxxxxxx 000 Xxxx 0 Xxxx
Xxx Xxxxxx, Xxxx 00
XXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00/X, Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0 Xxxxxx
6766 Xxxxx Avenue Xxxxxx Xxxxx xx Xxxxx
Xxxxxx Xxxx, Xxxxxx 0000
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
POLAND Bank Handlowy w. Warszawie S.A. BRE Bank S.A.
xx. Xxxxxxxxxx 00 Xxxxxx
00-000 Xxxxxx 00
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PORTUGAL Banco Espirito Santo, S.A X.X. Xxxxxx AG
7th floor Frankfurt
Xxx Xxxxxxxx, 00
0000-000 Xxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited
3/F Ali Sultan Al Maadidi Building Doha
5 Al Najada
Grand Hamad Street
Doha
QATAR
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ROMANIA ING Bank N.V. ING Bank N.V.
00-00 Xxxxxxxx Xxxxxx Xxxxxxxxx
000000 Xxxxxxxxx 0
XXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*RUSSIA* X.X. Xxxxxx Bank International** JPMorgan Chase Bank, N.A.
(Limited Liability Company) Xxx Xxxx
Xxxxxxxx 0/0, 0xx xxxxx X/X XXXxxxxx Chase Bank London (USD XXXXXX
Xxxxxxxxxxxx Xxxxxx Xxxxxxx)
000000 Xxxxxx
XXXXXX
ING Bank (Eurasia) ZAO JPMorgan Chase Bank, N.A.
(Closed Joint Stock Company) New York
36 Krasnoproletarskaya ulitsa A/C JPMorgan Chase Bank London (USD NOSTRO
127473 Moscow Account)
RUSSIA
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SAUDI ARABIA SABB Securities Limited SABB Securities Limited
0/X XXXX Xxxxxxxx Xxxxxx
Xxxxx Xxxxx Xxxx, Xx-Xxxxxx Disrict
Xxxxxx 00000
XXXXX XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SERBIA UniCredit Bank Srbija a.d. UniCredit Bank Srbija a.d.
Airport City Belgrade Belgrade
Xxxxxxxxxxx Xxxxxxx 00
00000 Xxxxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SINGAPORE DBS Bank Ltd. Oversea-Chinese Banking Corporation
000 Xxxxxxxxxx Xxxxxx #00-00 Xxxxxxxxx
Haw Xxx Xxxxxx
000000
XXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVAK REPUBLIC UniCredit Bank Slovakia a.s. Vseobecna uverova banka, a.s.
Sancova 0/X Xxxxxxxxxx
XX-000 00 Xxxxxxxxxx
XXXXXX XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVENIA UniCredit Banka Slovenija d.d. X.X. Xxxxxx AG
Xxxxxxxxxx 000 Xxxxxxxxx
XX-0000 Xxxxxxxxx
XXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH AFRICA FirstRand Bank Limited The Standard Bank of South Africa Limited
1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Xxxxxxxxxxxx
Cnr Xxxxxxxx and Xxxxx Xxxxxxx
Xxxxxxxxxxxx 0000
XXXXX XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH KOREA Standard Chartered First Bank Korea Limited Standard Chartered First Bank Korea Limited
000 XxxxXxxxx-xxxx XxxxxXx-Xx Xxxxx
Xxxxx 000-000
XXXXX XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SPAIN Santander Investment, S.A. J.P. Xxxxxx XX
Ciudad Grupo Santander Frankfurt
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Xxxxxxxx xxx Xxxxx
00000 Xxxxxx
XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx 0
XXX XXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SWEDEN Skandinaviska Enskilda Xxxxxx XX (publ) Svenska Handelsbanken
Sergels Torg 2 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
Nordea Bank AB (publ) Svenska Handelsbanken
Xxxxxxxxx 00 Xxxxxxxxx
XX-000 00 Xxxxxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SWITZERLAND UBS AG UBS AG
45 Xxxxxxxxxxxxxx Xxxxxx
0000 Xxxxxx
XXXXXXXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0xx Xxxxx, Xxxxxx Xxx Xx Trading Building Taipei
Xx. 000, Xxxxxxx 0, Xxxx Xx Xxxx
Xxxxxx 000
XXXXXX
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THAILAND Standard Chartered Bank (Thai) Public Company Standard Chartered Bank (Thai) Public Company
Limited Limited
14th Floor, Zone B Bangkok
Sathorn Xxxxxx Xxxxx
000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
Xxxxxxx 00000
XXXXXXXX
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TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.
00-00 Xxxxxx Xxxxx Xxxxxxxxx Tunis
X.X. Xxx 000
0000 Xxxxx Xxxxx
XXXXXXX
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TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.
Turkiye Main Branch Istanbul
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
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*UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.
00-X Xxxxxx Xxxxxx Xxx Xxxx
00000 Kiev A/C JPMorgan Chase Bank London (USD NOSTRO
UKRAINE Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
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UNITED ARAB EMIRATES - HSBC Bank Middle East Limited The National Bank of Abu Dhabi
ADX Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxxx
Gate District
X.X. Xxx 000000
Xxxxx
XXXXXX XXXX XXXXXXXX
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UNITED ARAB EMIRATES - HSBC Bank Middle East Limited The National Bank of Abu Dhabi
DFM Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxxx
Gate District
X.X. Xxx 000000
Xxxxx
XXXXXX XXXX XXXXXXXX
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UNITED ARAB EMIRATES - HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
NASDAQ Dubai Xxxxx 0, Xxxxxxxx Xxxxxxxx 0, Xxxx 0 Xxx Xxxx
Xxxx District A/C JPMorgan Chase Bank London (USD NOSTRO
P.O. Box 506553 Account)
Dubai
UNITED ARAB EMIRATES
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UNITED KINGDOM. JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
Deutsche Bank AG Varies by currency
The Depository and Clearing Centre
Lower Ground Floor
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
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UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx Xxx Xxxx
Xxx Xxxx, XX 00000
U.S.A.
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URUGUAY Banco Itau Uruguay S.A. Banco Itau Uruguay X.X.
Xxxxxx 1463 Montevideo.
Montevideo
URUGUAY
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VENEZUELA Citibank, N.A. Citibank, N.A.
Centro Comercial El Recreo Caracas
Torre Norte, Piso 20
Xxxx. Xxxxxxxx, Xxxxxx Xxxxxx
Xxxxxxx 0000 X.X.
VENEZUELA
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
VIETNAM HSBC Bank (Vietnam) Ltd. HSBC Bank (Vietnam) Ltd.
The Metropolitan, 000 Xxxx Xxxx Xxxxxx Xx Xxx Xxxx Xxxx
District 1
Ho Chi Minh City
VIETNAM
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
ZAMBIA Barclays Bank Zambia Plc Barclays Bank Zambia Plc
Elunda Park, Xxxx 0000 Xxxxxx
Xxxxxx
XXXXXX
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
*ZIMBABWE* Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited
Corporate Centre Harare
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
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SCHEDULE 2
PERSONS AUTHORIZED TO GIVE INSTRUCTIONS
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Full Name and Official Method of Limitation in Telephone Specimen
Position Instruction* Authority** Number Signature
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Signed for and on behalf of the Customer by:
Signature:
Name:
Position:
SCHEDULE 3
AUTHORIZED FUND MANAGERS/ADVISERS
Persons authorized as fund managers will also have to complete an authority in
similar form to Schedule 2, but with some additional wording. A specimen copy is
attached as Appendix A.
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FULL NAME OF FUND ADDRESS ACCOUNTS FOR WHICH LIMITATION IN
MANAGER/ADVISER AUTHORIZED* AUTHORITY**
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Signature:
Name:
Title:
* If left blank, the Fund Manager is authorized to give instructions on ALL
accounts.
** "ALL", "NO LIMIT" or similar phrases would include authority to issue
instructions relating to foreign exchange.
SCHEDULE 4
FORM OF BOARD RESOLUTION
To: JPMorgan Chase Bank, N.A.
........................... 20...
We hereby certify that the following is a true copy of the minutes of the Board
of Directors of ......................................* (the "COMPANY") which
was duly called and held on ......................................, 20.......
and at which a duly qualified quorum was present throughout and entitled to
vote.
1. There was produced to the meeting a form of Custody Agreement provided by
JPMorgan Chase Bank, N.A. ("JPMorgan") for use in connection with the
opening of one or more cash and securities accounts and the conduct of such
other transactions between the Company and JPMorgan as referred to therein.
The form of Custody Agreement produced had been completed by an officer of
the Company, and in particular it was noted that details of the Authorised
Persons (as defined therein) and details of persons authorised to give
instructions on behalf of the Company had been completed in Schedule 2.
Details of any Fund Managers and Advisers had been completed in Schedule 3.
The indemnities given to JPMorgan in the Custody Agreement were also noted.
The meeting considered the form of the Custody Agreement.
2. IT WAS RESOLVED that the form of Custody Agreement (together with the
Schedule and Appendices), completed in the manner and form produced at the
meeting, be and is hereby approved and that
...............................................** be and he/she is hereby
authorised, for and on behalf of the Company, to sign and deliver the same
together with such changes and amendments thereto as he/she may in his/her
sole discretion think fit.
3. There was produced to the meeting a form of power of attorney ("POWER OF
ATTORNEY") to be given by the Company to JPMorgan to enable JPMorgan to
provide tax reclaim services as provided for in the Custody Agreement. The
meeting considered the form of the power of attorney and in particular the
indemnities contained in it. IT WAS RESOLVED that that power of attorney be
and it is hereby approved and that it be executed under seal in accordance
with the Company's constitution.
.................................................................. Director
................................................................. Secretary
*Name of Company in full.
APPENDIX A
SPECIMEN FUND MANAGER MANDATE
TO: JPMORGAN CHASE BANK, N.A.
GLOBAL CUSTODY DIVISION
DATE: ____________________
Dear Sirs,
Re: Global Custody for__________________________(the "Customer").
We warrant that we have been appointed by the Customer as its fund manager for
the account(s) listed below and that we have full authority from the Customer to
give instructions in respect of all transactions relating to the account(s). We
agree to indemnify and hold JPMorgan harmless for any losses, costs or
liabilities it or its agents incur as a result of any breach of this warranty.
We set out overleaf the names and specimen signatures of those individuals
authorised by us to operate accounts and give instructions on behalf of the
Customer in respect of the account(s).
JPMorgan may accept and act on any instructions that have been verified in
accordance with a Security Procedure, as defined in the Global Custody Agreement
between JPMorgan and the Customer, or, if no such Security Procedure is
applicable, which JPMorgan believes in good faith to have been given by one of
those individuals listed below.
We acknowledge that JPMorgan may record our telephone conversations and agree to
ensure that any codes, passwords or similar devices are reasonably safeguarded.
Unless specified otherwise, all persons authorised to give instructions shall be
authorised to give instructions in respect of all securities and cash accounts,
for foreign exchange, and shall be authorised to give instructions
notwithstanding that they may result in an overdraft on any cash account.
Signed for and on behalf of [Name of fund manager]
Signature:
Name:
Position:
Evidence of Authority to sign this Letter is enclosed
ACCOUNT(S) COVERED BY THIS MANDATE:
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FULL NAME AND METHOD OF LIMITATION IN TELEPHONE SPECIMEN
OFFICIAL POSITION INSTRUCTION* AUTHORITY** NUMBER SIGNATURE
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* i.e. writing, telephone or facsimile
** "ALL", "NO LIMIT" or similar phrases would include authority to issue
instructions relating to foreign exchange.
SCHEDULE 5
ELECTRONIC ACCESS
1. The Bank shall permit the Customer and its Authorized Persons to access
electronically the applications and products listed on Exhibit 1 to this
Agreement (the "Products"). The Bank reserves the right to modify this
Schedule 5 and, subject to the terms and conditions of the Agreement, the
products and services available through the Products, upon notice to the
Customer. The Bank shall endeavour to give the Customer reasonable notice
of its termination or suspension of access hereunder to any Product, but
may do so immediately upon written notice to the Customer if the Bank
determines, in its sole discretion, that providing access to such Product
would violate Applicable Law or that the security or integrity of such
Product is at risk.
2. In consideration of the fees paid by the Customer to the Bank and subject
to any applicable Software License Addendum in relation to Bank owned or
sublicensed Software provided for a particular Application, the Bank grants
to the Customer on the terms of this Schedule 5 a non-exclusive license to
use the Products and the information and data made available to the
Customer through the Products (the "Data") for the sole use of the
Customer. 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 or any hyperlink or other reference to any such
notice.
3. The rights and obligations of the parties with respect to the provision of
certain cash products and services via the Products shall also be governed,
to the extent not governed by this Agreement, by the Bank's terms and
conditions relating to such products and services, as the same may be
amended from time to time (the "Product Terms"). If and to the extent that
there is a conflict between the Product Terms and this Schedule 5, the
provisions of this Schedule 5 shall prevail.
4. The Customer acknowledges that there are certain 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 shall make its own independent assessment of the
adequacy of the internet and of the security procedures made available by
the Bank. The Customer acknowledges and agrees that the selection and use
by it of third party security and communications software and third party
service providers is the sole responsibility of the Customer, and the Bank
disclaims all risks related thereto, notwithstanding that the Bank may
recommend certain security and/or communication software packages. All such
software must be interoperable with the Bank's software. Each of the
Customer and the Bank shall be responsible for the proper functioning,
maintenance and security of its own systems, services, software and other
equipment.
5. Notwithstanding the other provisions of the Agreement, the Bank shall not
be liable for any Liabilities arising out of the use or unavailability of
the Bank's web site or any means provided by the Bank of accessing the
Products through the Bank's web site in the absence of the Bank's gross
negligence or willful misconduct. Bank shall exercise reasonable care in
the performance of its duties under this Agreement in preventing such
intrusion, mechanical breakdowns or the failure of communication or power
supplies. Bank shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Customer in connection with matters to
which this Agreement relates, including losses resulting from the
occurrence of any virus, as defined in Section 1.2, except a loss from bad
faith, gross negligence, or willful misconduct on its part in the
performance of its duties under this Agreement.
6. The Customer shall not 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.
7. The Customer shall promptly and accurately designate in writing to the Bank
the geographic location of its users from time to time. The Customer
further represents and warrants to the Bank that the Customer shall not
access the service from any jurisdiction which the 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. 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 the Bank to process
the data set out therein for the purposes of providing the Products.
8. The Customer shall be responsible for the compliance of its Authorized
Persons with the terms of this Schedule 5.
EXHIBIT 1
PRODUCTS
SCHEDULE OF WORLDWIDE SECURITIES SERVICES APPLICATIONS AND SERVICES
Asset Manager Client Reporting (AMCR)
Class Actions
Corporate Action Instructions
Compliance
Compliance File Upload
DataXchange
File Delivery/Messenger
Global Consolidated Reporting (GCR)
Vault!
News & Reference
Performance/Performance Management
Reconciliation
Secure eMail
Security Administration
TITAN Online
Transaction initiation
Trustee and Fiduciary Services
Views/Portfolio Views/VIEWS Portfolio Reporting
SCHEDULE 6
TRANSFER OF ACCOUNTS
Xxxxxxx National Asset Management - Corporate Cash Concentration
Xxxxxxx National Asset Management - Money Market Fund Cash Concentration
Xxxxxxx National Asset Management - TA Activity Cash Concentration
