Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems. (b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. (c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository. (d) The term Subcustodian as used herein shall mean the following: (i) a "U.S. Bank" as such term is defined in rule 17f-5; and (ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. (iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. (e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order. (f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 57 contracts
Sources: Global Custody Agreement (Vanguard Fixed Income Securities Funds), Global Custody Agreement (Vanguard Specialized Funds), Global Custody Agreement (Vanguard Valley Forge Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's ’s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's ’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's ’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "“U.S. Bank" ” as such term is defined in rule 17f-5; and
(ii) an "“Eligible Foreign Custodian" ” as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean an "“Eligible Securities Depository" ” as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term '‘securities depository' ’ as used herein when referring to a securities depository located in the U.S. shall mean a "“Securities Depository" ” as defined in rule 17f-4.
Appears in 52 contracts
Sources: Global Custody Agreement (Vanguard World Fund), Global Custody Agreement (Vanguard Fixed Income Securities Funds), Global Custody Agreement (Vanguard Malvern Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 35 contracts
Sources: Global Custody Agreement (Vanguard World Fund), Global Custody Agreement (Vanguard Admiral Funds), Global Custody Agreement (Vanguard Whitehall Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's ’s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's ’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's ’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
: (i) a "“U.S. Bank" ” as such term is defined in rule 17f-5; and
and (ii) an "“Eligible Foreign Custodian" ” as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.the
Appears in 12 contracts
Sources: Global Custody Agreement (Vanguard Horizon Funds), Global Custody Agreement (Vanguard Variable Insurance Funds), Global Custody Agreement (Vanguard International Equity Index Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection <PAGE> and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 11 contracts
Sources: Global Custody Agreement, Global Custody Agreement (Vanguard Wellington Fund), Global Custody Agreement (Vanguard Malvern Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof▇.▇. Bank shall notify Customer ▇▇▇▇▇▇ will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank ▇.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's ▇.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to ▇.▇. The foregoing shall ▇▇▇▇▇▇, as agent of the Customer. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.
(c) Bank shall have no responsibility ▇.▇. ▇▇▇▇▇▇ is not responsible for the selection or monitoring of any Securities Depository 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 an act or omission, negligence, bad faith, willful misconduct, misconduct or insolvency of a Securities Depository, Bank shall ▇.▇. ▇▇▇▇▇▇ will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository, but ▇.
(d) The term Subcustodian as used herein shall mean the following:
(i) ▇. ▇▇▇▇▇▇ will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule insolvency proceeding or other appropriate action of the SECtake any similar action.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 7 contracts
Sources: Global Custody Agreement (First Eagle Tactical Municipal Opportunities Fund), Master Global Custody Agreement (Apollo Origination II (UL) Capital Trust), Master Global Custody Agreement (Apollo Origination II (L) Capital Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 6 contracts
Sources: Global Custody and Fund Accounting Agreement (Jpmorgan Trust Ii), Global Custody and Fund Accounting Agreement (JPMorgan Trust I), Global Custody and Fund Accounting Agreement (Jpmorgan Insurance Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodiansSubcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof2. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system Reported Depository or similar system (together a "other U.S. Securities Depository") on such terms as such systems customarily operate and ." Customer shall will provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial Assets in such systemsSecurities Depositories.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 6 contracts
Sources: Global Custody Agreement, Global Custody Agreement, Global Custody Agreement (Oppenheimer Capital Appreciation Fund)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will act in the event that it elects to add any such entity. Bank shall good faith and use reasonable care, prudence and diligence in the selection selection, monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging that the Securities deposited by the Subcustodian at such Securities Depository belong to Bank, as agent, the Securities shown . Bank shall identify on the Subcustodian's account at such its records as belonging to Customer Financial Assets of Customer held by Subcustodian or Securities Depository. The foregoing shall 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository (other than as set forth in Section 2.21 with respect to an Eligible Securities Depository) 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, bad faith, willful misconductwilful default, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant take any similar action. Bank shall be liable to an SEC exemptive orderCustomer 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 wilful misconduct of Bank or any of its employees.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 6 contracts
Sources: Global Custody Agreement (Columbia Funds Variable Series Trust II), Custody Agreement (Columbia Acorn Trust), Master Global Custody Agreement (Columbia Funds Series Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 the Subcustodians List and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection, monitoring and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 the Subcustodians List an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together each, a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. 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 gross negligence or willful misconduct of Bank or any of its agents or employees.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive orderorder or no-action letter of the staff of the SEC.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 5 contracts
Sources: Global Custody and Fund Accounting Agreement (Jp Morgan Mutual Fund Investment Trust), Global Custody and Fund Accounting Agreement (Jp Morgan Fleming Mutual Fund Group Inc), Global Custody and Fund Accounting Agreement (Undiscovered Managers Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will act in good faith and use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law. and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. The Bank will comply with the applicable provisions of Rule 17f-4 of the Investment Company Act of 1940 with respect to such Securities Depository. In the event the Customer incurs a loss due to the negligence, bad faith, willful misconductwilful default, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to take any similar action. Upon the receipt of an SEC exemptive orderInstruction, Bank shall terminate the use of such Securities Depository on behalf of Customer as promptly as possible.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 5 contracts
Sources: Global Custody Agreement (DWS Global/International Fund, Inc.), Global Custody Agreement (DWS Global/International Fund, Inc.), Global Custody Agreement (DWS Variable Series I)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 Appendix 2 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 Appendix 2 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive orderorder or no-action letter of the staff of the SEC.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 5 contracts
Sources: Global Custody and Fund Accounting Agreement (JPMorgan Trust IV), Global Custody and Fund Accounting Agreement (JPMorgan Trust III), Global Custody and Fund Accounting Agreement (Jp Morgan Mutual Fund Group/Ma)
Appointment of Subcustodians; Use of Securities Depositories. (a) Subject to the provisions of Section 2.17, Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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) Subject to the provisions of Section 2.18, Bank shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean , but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. Bank may, in its discretion, provide reasonable assistance to Customer, and subrogate any relevant rights to Customer, in any claim brought by Customer seeking recovery from the following:
(i) Securities Depository for a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive orderloss incurred due to the negligence, rule willful misconduct, or other appropriate action insolvency of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 5 contracts
Sources: Global Custody Agreement (Morgan Stanley Emerging Markets Debt Fund Inc), Global Custody Agreement (Universal Institutional Funds Inc), Global Custody Agreement (Morgan Stanley Frontier Emerging Markets Fund, Inc.)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 4 contracts
Sources: Global Custody and Fund Accounting Agreement (Jp Morgan Series Trust), Global Custody and Fund Accounting Agreement (Jp Morgan Mutual Fund Series), Global Custody and Fund Accounting Agreement (Jp Morgan Series Trust Ii)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing 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 shall have no responsibility 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, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors 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 (d) The term Subcustodian as used herein shall mean for the following:
(i) avoidance of doubt, a "U.S. Bank" as such term Securities Depository is defined in rule 17f-5; and
(ii) not an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action agent of the SECBank) or of any of their employees.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 4 contracts
Sources: Master Global Custody Agreement (Curian Variable Series Trust), Master Global Custody Agreement (Curian Series Trust), Master Global Custody Agreement (JNL Variable Fund LLC)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 3 contracts
Sources: Global Custody Agreement (Morgan Stanley China a Share Fund, Inc.), Global Custody Agreement (Morgan Stanley Institutional Liquidity Funds), Global Custody Agreement (Morgan Stanley Institutional Liquidity Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank J.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at Subcustodians. J.▇. ▇▇▇▇▇▇ will make available on its website as contemplated by Section 3.5(a) (Electronic Access) a list of Subcustodians. J.▇. ▇▇▇▇▇▇ may modify the date list of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add Subcustodians from time to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect time upon notice to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such SubcustodiansCustomer. In addition, Bank J.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank J.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank J.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that J.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's J.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; law, and (ii) that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless in each case required otherwise by Applicable Law in the relevant market. J.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause J.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to J.▇. The foregoing shall not apply to ▇▇▇▇▇▇, as agent of the extent of any special agreement or arrangement made by Customer with any particular SubcustodianCustomer.
(c) Bank J.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. J.▇. ▇▇▇▇▇▇ shall have no responsibility for notify Customer promptly of any act or omission such action, which will be advance notice if practicable. Upon request by (or the insolvency of) Customer, J.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Securities Depository. In Subcustodian and the event Customer incurs a loss due to name and address of the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule governmental agency or other appropriate action of the SECregulatory authority that supervises or regulates such Subcustodian.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 3 contracts
Sources: Global Custody Agreement (Aetos Distressed Investment Strategies Fund LLC), Global Custody Agreement (Aetos Long/Short Strategies Fund LLC), Global Custody Agreement (Aetos Multi-Strategy Arbitrage Fund LLC)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 3 contracts
Sources: Global Custody Agreement (Columbia Technology Fund Inc), Global Custody Agreement (CMC Fund Trust), Global Custody Agreement (Columbia Strategic Value Fund Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets and cash with subcustodiansSubcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities 2. Bank, as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as ’s Foreign Custody Manager with respect to Manager, will maintain the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence standards required by Rule 17f-5 in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets and cash with, and hold Global Financial Assets and cash in, any securities depository, settlement system, dematerialized book entry system Reported Depository or similar system (together a "“other U.S. Securities Depository") on such terms as such systems customarily operate and .” Customer shall will provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial Assets and cash in such systemsSecurities Depositories.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agentagent on behalf one or more customers, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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) Without limiting the obligations of Bank shall have no responsibility under Section 2.16, Bank will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss it believes to be due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or take any similar action, provided, however, that has otherwise been made exempt pursuant to an SEC exemptive orderBank will reasonably cooperate with Customer in any such proceeding or similar action taken by Customer.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Massmutual Select Funds), Global Custody Agreement (Massmutual Select Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 Appendix 2 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 Appendix 2 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For or purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive orderorder or no-action letter of the staff of the SEC.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody and Fund Accounting Agreement (JPMorgan Trust I), Global Custody and Fund Accounting Agreement (JPMorgan Trust I)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository 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, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Master Global Custody Agreement (Navellier Performance Funds), Master Global Custody Agreement (Navellier Performance Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository, 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, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors 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 (d) The term Subcustodian as used herein shall mean for the following:
(i) avoidance of doubt, a "U.S. Bank" as such term Securities Depository is defined in rule 17f-5; and
(ii) not an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action agent of the SECBank) or of any of their employees.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Master Global Custody Agreement (Curian Variable Series Trust), Master Global Custody Agreement (JNL Series Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank J.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereofJ.▇. Bank shall notify Customer ▇▇▇▇▇▇ will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank J.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank J.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank J.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that J.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's J.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless required otherwise by Applicable Law in the relevant market. J.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause J.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to J.▇. The foregoing shall ▇▇▇▇▇▇, as agent of the Customer. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.
(c) Bank shall have no responsibility J.▇. ▇▇▇▇▇▇ is not responsible for the selection or monitoring of any Securities Depository 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 an act or omission, negligence, bad faith, willful misconduct, misconduct or insolvency of a Securities Depository, Bank shall J.▇. ▇▇▇▇▇▇ will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository, but J.▇. ▇▇▇▇▇▇ will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (First Eagle Completion Fund Trust), Global Custody Agreement (First Eagle Completion Fund Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Subject to the provisions of Section 2.17, Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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) Subject to the provisions of Section 2.18, Bank shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean , but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. Bank may, in its discretion, provide reasonable assistance to Customer, and subrogate any relevant rights to Customer, in any claim brought by Customer seeking recovery from the following:
(i) Securities Depository for a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive orderloss incurred due to the negligence, rule willful misconduct, or other appropriate action insolvency of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.), Global Custody Agreement (Morgan Stanley Information Fund)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will act in good faith with due diligence and use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of such payment against Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing Bank shall identify on its records as belonging to Customer 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository (other than as set forth in Section 2.21 with respect to an Eligible Securities Depository) 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, bad faith, willful misconductwilful default, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Master Global Custody Agreement (Riversource International Managers Series, Inc.), Master Global Custody Agreement (Riversource Global Series Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 Appendix 2 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 Appendix 2 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for EXECUTION their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in order or no-action letter of the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.staff of the SEC. EXECUTION
Appears in 2 contracts
Sources: Global Custody Agreement, Global Custody Agreement (J.P. Morgan Exchange-Traded Fund Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's ’s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's ’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's ’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
: (i) a "“U.S. Bank" ” as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Vanguard Admiral Funds), Global Custody Agreement (Vanguard Variable Insurance Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 C and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Seligman Portfolios Inc/Ny), Global Custody Agreement (Seligman Global Fund Series Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 A and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system that meets the requirements of Rule 17f-4, or 17f-7 as applicable, under the Investment Company Act, (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing Bank shall identify on its books as belonging to each applicable Fund the securities held by each 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. Bank shall be liable to Customer for any loss or damage to Customer resulting from Bank’s use of a Securities Depository by reason of any negligence, or willful misconduct of Bank or any of its agents (d) The term Subcustodian as used herein shall mean the following:
(i) for avoidance of doubt, a "U.S. Bank" as such term Securities Depository is defined in rule 17f-5; and
(ii) not an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action agent of the SECBank) or of any of their employees.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Goldman Sachs Variable Insurance Trust), Global Custody Agreement (Goldman Sachs Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at Subcustodians. ▇.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. ▇.▇. ▇▇▇▇▇▇ may modify the date list of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add Subcustodians from time to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect time upon notice to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such SubcustodiansCustomer. In addition, Bank ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank ▇.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's ▇.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; law, and (ii) that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless in each case required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to ▇.▇. The foregoing shall not apply to ▇▇▇▇▇▇, as agent of the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.Customer. Global Custody Agreement - New York - January 2021
(c) Bank ▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ shall have no responsibility for notify Customer promptly of any act or omission such action, which will be advance notice if practicable. Upon request by (or the insolvency of) Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Securities Depository. In Subcustodian and the event Customer incurs a loss due to name and address of the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule governmental agency or other appropriate action of the SECregulatory authority that supervises or regulates such Subcustodian.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 2 contracts
Sources: Global Custody Agreement (Popular High Grade Fixed-Income Fund, Inc.), Global Custody Agreement (Popular Total Return Fund Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Kiewit Investment Fund LLLP)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its Investment Company Rider to Global Custody Agreement discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Morgan Stanley China a Share Fund, Inc.)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank The Custodian is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank the Custodian may appoint as subcustodians (including each Person identified in Section 5.1(d), "SubcustodiansSUBCUSTODIANS"). The Custodian will use reasonable skill, care and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank the Custodian may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank the Custodian has not acted as Foreign Custody Manager with respect to the selection thereof. Bank The Custodian shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank the Custodian and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (including each Person identified in Section 5.1(e) and Section 5.1(f), together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank the Custodian with such documentation or acknowledgements that Bank the Custodian may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank the Custodian enters into with a Subcustodian for holding Bankthe Custodian's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash Cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall the Custodian will cause the Subcustodian to identify on its records as belonging to Bankthe Custodian, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility The Custodian will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall the Custodian will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but the Custodian will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian "Subcustodian" as used herein shall mean include the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Custodial Agreement (York Enhanced Strategies Fund, LLC)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At , provided, however, that the request appointment of Customer, any agent or subcustodian shall not relieve the Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereofof any of its responsibilities or liabilities under this Agreement. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. Any such Subcustodians shall be a bank or trust company qualified to act as a custodian under the 1940 Act and the regulations promulgated thereunder. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository"), in compliance with any applicable Federal Reserve Board and SEC rules and regulations (including Rule 17f-4 under the 1940 Act) and on such other terms as such systems customarily operate and Customer shall operat▇ ▇▇▇ ▇▇stomer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into . In connection with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets securities held for the benefit of Customer. Where a Subcustodian deposits Securities with in a Securities Depository, Bank shall cause the Subcustodian to identify on its records for so long as belonging to Bank, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made it is required by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities DepositoryRule 17f-4, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the followingshall:
(i) a "U.S. Bank" as such term is defined deposit Customer's securities in rule 17f-5; andan account that includes only assets held by Bank for its customers;
(ii) an "Eligible Foreign Custodian" send Customer a confirmation of any transfers to or from the account of Customer. Where securities are transferred to Customer's account, Bank shall also, by book-entry or otherwise, identify as such term is defined belonging to Customer a quantity of securities in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule a fungible bulk of securities: (a) registered in the name of Bank or other appropriate action its nominee or (b) shown on Bank's account on the books of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a)clearing agency, the term Subcustodian shall book-entry system or Bank's agent. For these purposes, "confirmation" means advice or notice of a transaction. It is not include any Eligible Foreign Custodian as intended to which require preparation by Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside of the U.S. shall mean an "Eligible confirmation required of broker-dealers under the Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.Exchange Act of 1934;
Appears in 1 contract
Sources: Global Custody Agreement (Fortress Investment Trust Ii)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "'U.S. Bank" ', which shall mean a U.S. bank as such term is defined in SEC rule 17f-5; and17f-5(a)(7);
(ii) an "'Eligible Foreign Custodian" ', which shall mean: (x) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country's government or an agency thereof, and (y) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "mean:: An 'Eligible Securities Depository" ' which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" securities depository as defined in SEC rule 17f-417f-4(a).
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 the Subcustodians List and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection, monitoring and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 the Subcustodians List an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together each, a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. 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 gross negligence or willful misconduct of Bank or any of its agents or employees.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive orderorder or no-action letter of the staff of the SEC.
(f) The term '“securities depository' ” as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" “securities depository” as defined in rule 17f-417f-4(a).
Appears in 1 contract
Sources: Global Custody and Fund Accounting Agreement (Jpmorgan Trust Ii)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank J.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at Subcustodians. J.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. J.▇. ▇▇▇▇▇▇ may modify the date list of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add Subcustodians from time to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect time upon notice to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such SubcustodiansCustomer. In addition, Bank J.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank J.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank J.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that J.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's J.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; law, and (ii) that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless in each case required otherwise by Applicable Law in the relevant market. J.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause J.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to J.▇. The foregoing shall not apply to ▇▇▇▇▇▇, as agent of the extent of any special agreement or arrangement made by Customer with any particular SubcustodianCustomer.
(c) Bank J.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. J.▇. ▇▇▇▇▇▇ shall have no responsibility for notify Customer promptly of any act or omission such action, which will be advance notice if practicable. Upon request by (or the insolvency of) Customer, J.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Securities Depository. In Subcustodian and the event Customer incurs a loss due to name and address of the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule governmental agency or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed regulatory authority that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign supervises or regulates such Subcustodian. Global Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.Agreement - New York - January 2022
Appears in 1 contract
Sources: Global Custody Agreement (Impax Funds Series Trust I)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall will have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Cohen & Steers Institutional Realty Shares Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will act in good faith with due diligence and use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing Bank shall identify on its records as belonging to Customer 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository (other than as set forth in Section 2.21 with respect to an Eligible Securities Depository) 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, bad faith, willful misconductwilful default, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Master Global Custody Agreement (Seligman Premium Technology Growth Fund, Inc.)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 the Subcustodians List, and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). Bank will use reasonable care, prudence and diligence in the selection, monitoring and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Schedule 1 the Subcustodians List an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together each, a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. 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 gross negligence or willful misconduct of Bank or any of its agents or employees.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '“securities depository' ” as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive orderorder or no-action letter of the staff of the SEC.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody and Fund Accounting Agreement (J.P. Morgan Exchange-Traded Fund Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as 12 Global Custody Agreement - U.S. Law March 2001 version 233273:v07 such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Columbia Balanced Fund Inc /Or)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of such payment against Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing 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 shall have no responsibility 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, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors 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 (d) The term Subcustodian as used herein shall mean for the following:
(i) avoidance of doubt, a "U.S. Bank" as such term Securities Depository is defined in rule 17f-5; and
(ii) not an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action agent of the SECBank) or of any of their employees.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems. In connection with any placement and maintenance of the Financial Assets with a Securities Depository, Bank will (i) exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such Financial Assets; (ii) provide, promptly upon request by Customer, such reports as are available concerning the Bank's internal accounting controls and financial strength; and (iii) require any Subcustodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall will have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Friends Ivory & Sime Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank Collateral Manager is authorized under this Agreement to act through and hold Customer's Global Assets Collateral with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Collateral Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank Collateral Manager and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall Pledgor will provide Bank Collateral Manager with such documentation or acknowledgements that Bank Collateral Manager may require to hold the Global Assets Securities in such systemsSecurities Depository.
(b) Any agreement Bank Collateral Manager enters into with a Subcustodian for holding Bank's Collateral Manager’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Collateral Manager shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's Pledgor’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall Collateral Manager will cause the Subcustodian to identify on its records as belonging that the Securities deposited by the Subcustodian at such Securities Depository belong to BankCollateral Manager, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall This paragraph 4.1(b) will not apply to the extent of any special agreement or arrangement made by Customer the Pledgor or by the Secured Party with any particular Subcustodian.
(c) Bank shall have no responsibility Collateral Manager is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer the either the Secured Party or Pledgor incurs a loss due to the negligence, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall Collateral Manager will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Collateral Manager will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Control and Custodian Agreement (ETFS Collateralized Commodities Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodiansSubcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities 2. Bank, as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as 's Foreign Custody Manager with respect to Manager, will maintain the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence standards required by Rule 17f-5 in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system Reported Depository or similar system (together a "other U.S. Securities Depository") on such terms as such systems customarily operate and ." Customer shall will provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial Assets in such systemsSecurities Depositories.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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) Without limiting the obligations of Bank shall have no responsibility under Section 2.17, Bank will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss it believes to be due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or take any similar action, provided, however, that has otherwise been made exempt pursuant to an SEC exemptive orderBank will reasonably cooperate with Customer in any such proceeding or similar action taken by Customer.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Oppenheimer Quest Value Fund Inc)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Customer s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians")( Subcustodians ) . At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository"Depository ) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' Bank s customers assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's Customer s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's Customer s assets, including, but not limited to, notification of any transfer to or from Customer's Customer s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's Subcustodian s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" U. S. Bank as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" Custodian as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.the
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' depository as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" Depository as defined in rule 17f-717f - 7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' depository as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" Depository as defined in rule 17f-417f - 4.
Appears in 1 contract
Sources: Global Custody Agreement (Vanguard Fixed Income Securities Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 2 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall will have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
. (dNothing in this subsection 5.1(c) The term Subcustodian as used herein shall mean reduce Bank's obligation to furnish the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "information concerning Eligible Securities Depository" as defined Depositories it has agreed to furnish in rule 17f-7, or that has otherwise been made exempt pursuant Appendix 1-B to an SEC exemptive orderthe Investment Company rider hereto.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.)
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At Bank will give Customer reasonable notice of the request anticipated appointment of Customer, additional Subcustodians Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depositorydepository (as defined in Securities and Exchange Commission Rule l7f-4 under the Investment Company Act of 1940, as amended ("1940 Act")), settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, agent the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall will have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility is not responsible for the selection or monitoring of any Securities Depository 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, bad faith, willful misconductdefault, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.take any similar action. Table of Contents
Appears in 1 contract
Sources: Master Global Custody Agreement (Navellier Millennium Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodiansSubcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof2. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system Reported Depository or similar system (together a "“other U.S. Securities Depository") on such terms as such systems customarily operate and .” Customer shall will provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial Assets in such systemsSecurities Depositories.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Oppenheimer Main Street Small Cap Fund)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At , provided, however, that the request appointment of Customer, any agent or subcustodian shall not relieve the Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereofof any of its responsibilities or liabilities under this Agreement. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. Any such Subcustodians shall be a bank or trust company qualified to act as a custodian under the 1940 Act and the regulations promulgated thereunder. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository"), in compliance with any applicable Federal Reserve Board and SEC rules and regulations (including Rule 17f-4 under the ▇▇▇▇ ▇▇▇) and on such other terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into . In connection with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets securities held for the benefit of Customer. Where a Subcustodian deposits Securities with in a Securities Depository, Bank shall cause the Subcustodian to identify on its records for so long as belonging to Bank, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made Customer is required by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities DepositoryRule 17f-4, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the followingshall:
(i) a "U.S. Bank" as such term is defined deposit Customer's securities in rule 17f-5; andan account that includes only assets held by Bank for its customers;
(ii) an "Eligible Foreign Custodian" send Customer a confirmation of any transfers to or from the account of Customer. Where securities are transferred to Customer's account, Bank shall also, by book-entry or otherwise, identify as such term is defined belonging to Customer a quantity of securities in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule a fungible bulk of securities: (a) registered in the name of Bank or other appropriate action its nominee or (b) shown on Bank's account on the books of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a)clearing agency, the term Subcustodian shall book-entry system or Bank's agent. For these purposes, "confirmation" means advice or notice of a transaction. It is not include any Eligible Foreign Custodian as intended to which require preparation by Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside of the U.S. shall mean an "Eligible confirmation required of broker-dealers under the Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.Exchange Act of 1934;
Appears in 1 contract
Sources: Global Custody Agreement (RIC Coinvestment Fund LP)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at Subcustodians. ▇.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. ▇.▇. ▇▇▇▇▇▇ may modify the date list of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add Subcustodians from time to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect time upon notice to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such SubcustodiansCustomer. In addition, Bank ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank ▇.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's ▇.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; law, and (ii) that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless in each case required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to ▇.▇. The foregoing shall not apply to ▇▇▇▇▇▇, as agent of the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.Customer. Global Custody Agreement – New York – January 2021
(c) Bank ▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ shall have no responsibility for notify Customer promptly of any act or omission such action, which will be advance notice if practicable. Upon request by (or the insolvency of) Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Securities Depository. In Subcustodian and the event Customer incurs a loss due to name and address of the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule governmental agency or other appropriate action of the SECregulatory authority that supervises or regulates such Subcustodian.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Popular Income Plus Fund, Inc.)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof▇.▇. Bank shall notify Customer ▇▇▇▇▇▇ will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank ▇.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets. ▇.▇. ▇▇▇▇▇▇ will notify the Customer promptly if it determines that an arrangement with an Eligible Foreign Custodian no longer meets the requirements of Rule 17f-5.
(b) Any agreement Bank that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's ▇.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to ▇.▇. The foregoing shall ▇▇▇▇▇▇, as agent of the Customer. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.
(c) Bank shall have no responsibility ▇.▇. ▇▇▇▇▇▇ is not responsible for the selection or monitoring of any Securities Depository (other than the assessments provided as set out in Section 5.4 with respect to an Eligible Securities Depository) 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 an act or omission, negligence, bad faith, willful misconduct, misconduct or insolvency of a Securities Depository, Bank shall ▇.▇. ▇▇▇▇▇▇ will make reasonable endeavors efforts, in its discretion, to seek recovery from the Securities Depository, but ▇.
(d) The term Subcustodian as used herein shall mean the following:
(i) ▇. ▇▇▇▇▇▇ will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule insolvency proceeding or other appropriate action of the SECtake any similar action.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At , provided, however, that the request appointment of Customer, any agent or subcustodian shall not relieve the Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereofof any of its responsibilities or liabilities under this Agreement. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. Any such Subcustodians shall be a bank or trust company qualified to act as a custodian under the 1940 Act and the regulations promulgated thereunder. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY"), in compliance with any applicable Federal Reserve Board and SEC rules and regulations (including Rule 17f-4 under the 1940 Act) and on such other terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into . In connection with a Subcustodian for holding Bank's customers' assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets securities held for the benefit of Customer. Where a Subcustodian deposits Securities with in a Securities Depository, Bank shall cause the Subcustodian to identify on its records for so long as belonging to Bank, as agent, the Securities shown on the Subcustodian's account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made it is required by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities DepositoryRule 17f-4, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the followingshall:
(i) a "U.S. Bank" as such term is defined deposit Customer's securities in rule 17f-5; andan account that includes only assets held by Bank for its customers;
(ii) an "Eligible Foreign Custodian" send Customer a confirmation of any transfers to or from the account of Customer. Where securities are transferred to Customer's account, Bank shall also, by book-entry or otherwise, identify as such term is defined belonging to Customer a quantity of securities in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule a fungible bulk of securities: (a) registered in the name of Bank or other appropriate action its nominee or (b) shown on Bank's account on the books of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a)clearing agency, the term Subcustodian shall book-entry system or Bank's agent. For these purposes, "confirmation" means advice or notice of a transaction. It is not include any Eligible Foreign Custodian as intended to which require preparation by Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside of the U.S. shall mean an "Eligible confirmation required of broker-dealers under the Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.Exchange Act of 1934;
Appears in 1 contract
Sources: Global Custody Agreement (Fortress Pinnacle Investment Fund LLC)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank Custodian is authorized under this Agreement to act through and hold Customer's Global Treasurer’s Financial Assets with subcustodiansSubcustodians, being at the date of this Agreement the entities listed in Schedule 1 Exhibit 6 and/or such other entities as Bank Custodian may appoint as subcustodians ("“Subcustodians"”). At the request of CustomerTreasurer, Bank Custodian may, but need not, add to Schedule 1 Exhibit 6 an Eligible Foreign Custodian where Bank Custodian has not acted as Foreign Custody Manager with respect to the selection thereof. Bank Custodian shall notify Customer Treasurer in the event that it elects to add any such entityentity and make available to Treasurer documentation to substantiate that it has completed an appropriate review of the Subcustodian’s qualifications and deemed the Subcustodian to meet all requirements. Bank Custodian shall use reasonable care, prudence and diligence a standard of care customary for a professional custodian for hire in the selection and continued appointment of such Subcustodians. In addition, Bank Custodian and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer Treasurer or Beneficial Owner, as the case may be, shall provide Bank Custodian with such documentation or acknowledgements that Bank Custodian may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank Custodian enters into with a Subcustodian for holding Bank's Custodian’s customers' ’ assets shall provide that: (i) such that assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Custodian shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customerpayment against Beneficial Owner’s Assets. Where a Subcustodian deposits Securities with a Securities Depository, Bank Custodian shall cause the Subcustodian to identify on its records as belonging to BankCustodian, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer Treasurer with any particular Subcustodian.
(c) Bank Custodian shall have no responsibility not be liable for any act or omission by (by, or the insolvency of) of any Securities Depository. In the event Customer Treasurer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank Custodian shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Custodian shall not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "A U.S. Bank" Custodian, as such term is defined in rule 17f-5; andRule 17f-5 section (a)(7);
(ii) an "An Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.; and
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank Custodian has not acted as Foreign Custody Manager.
(e) The term 'securities depository' (“Securities Depository”) as used herein when referring to a securities depository located outside the U.S. shall mean an "(“Eligible Securities Depository" ”) which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(l)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term ‘securities depositories’ shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5.
(f) The term 'securities depository' (“Securities Depository”) as used herein when referring to a securities depository located in the U.S. shall mean a "“Securities Depository" ” as defined in rule 17f-4Rule 17f-4(a), promulgated under the 1940 Act.
Appears in 1 contract
Sources: Global Custody Agreement
Appointment of Subcustodians; Use of Securities Depositories. (a) Subject to the Investment Company Rider attached to this Agreement with respect to Foreign Assets, Bank is authorized under this Agreement to act through and hold Customer's Global ’s Foreign Assets with subcustodiansEligible Foreign Custodians, as defined in the Investment Company Rider attached to this Agreement, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entityCustodians (“Subcustodians”). Bank shall use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets and Foreign Assets, respectively, in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets and Foreign Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' assets ’ Foreign Assets pursuant to the Investment Company Rider attached to this Agreement shall provide that: (i) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of payment for their safe custody or administration or, in the case of cash depositsdeposits held by Eligible Foreign Custodians pursuant to the Investment Company Rider attached hereto, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) , and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "‘U.S. Bank" ,’ which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "‘Eligible Foreign Custodian" ,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term '‘securities depository' ’ as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "“Eligible Securities Depository" ” which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5.
(f) The term '“securities depository' ” as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" “securities depository” as defined in rule 17f-417f-4(a).
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.. Investment Company Rider to Global Custody Agreement 12
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody and Fund Accounting Agreement (One Group Mutual Funds)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s and Fund’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("“Subcustodians"”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "“Securities Depository"”) on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer or Fund incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Tocqueville Alexis Trust)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("SubcustodiansSUBCUSTODIANS"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities DepositorySECURITIES DEPOSITORY") on such terms as such systems customarily operate and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "'U.S. Bank" ,' which shall mean a U.S. bank as such term is defined in rule 17f-5; and17f-5(a)(7);
(ii) an "'Eligible Foreign Custodian" ,' which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such term by that country's government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is defined in rule 17f-5 and incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean mean: an "Eligible Securities Depository" which, in turn, shall have the same meaning as defined in rule 17f-717f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring ; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository located in the U.S. term "securities depositories" shall mean a "Securities Depository" be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-417f-5.
Appears in 1 contract
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global Financial Assets with subcustodiansSubcustodians, being at the date of this ============= Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof2. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall will use reasonable care, prudence and diligence ==== care in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, any securities depository, settlement system, dematerialized book entry system Reported Depository or similar system (together a "other U.S. Securities ==================== ============ Depository") on such terms as such systems customarily operate and ." Customer shall will provide Bank with such documentation or acknowledgements that Bank may reasonably require to hold the Global Financial ============ Assets in such systems.Securities Depositories. =======================
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall 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. The foregoing shall 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 shall have no responsibility will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) , but Bank will not be obligated to institute legal proceedings, file a "U.S. Bank" as such term is defined proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Oppenheimer International Bond Fund)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer's Global ’s Financial Assets with subcustodians, being at Subcustodians. ▇.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. ▇.▇. ▇▇▇▇▇▇ may modify the date list of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add Subcustodians from time to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect time upon notice to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such SubcustodiansCustomer. In addition, Bank ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Global Financial Assets with, and hold Global Financial Assets in, in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates, and the Customer shall will provide Bank ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that Bank ▇.▇. ▇▇▇▇▇▇ may require to hold the Global Financial Assets in such systemsSecurities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.
(b) Any agreement Bank that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding Bank's ▇.▇. ▇▇▇▇▇▇’▇ customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; law, and (ii) that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will , unless in each case required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be maintained identifying responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities Financial Assets with a Securities Depository, Bank shall cause ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records as belonging to Bank, as agent, that the Securities shown on Financial Assets deposited by the Subcustodian's account Subcustodian at such Securities DepositoryDepository belong to ▇.▇. The foregoing shall not apply to ▇▇▇▇▇▇, as agent of the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.Customer. Global Custody Agreement - New York - General - February 2025
(c) Bank ▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ shall have no responsibility for notify Customer promptly of any act or omission such action, which will be advance notice if practicable. Upon request by (or the insolvency of) Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Securities Depository. In Subcustodian and the event Customer incurs a loss due to name and address of the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule governmental agency or other appropriate action of the SECregulatory authority that supervises or regulates such Subcustodian.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract
Sources: Global Custody Agreement (Blackstone Private Multi-Asset Credit & Income Fund)
Appointment of Subcustodians; Use of Securities Depositories. (a) Bank is authorized under this Agreement to act through and hold Customer's Global ’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians ("Subcustodians"). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer will use reasonable care in the event that it elects to add any such entity. Bank shall use reasonable careselection, prudence and diligence in the selection monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets Securities with, and hold Global Assets in, Securities in any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") Depository on such terms as such systems Securities Depository customarily operate operates and Customer shall will provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Financial Assets in such systemsSecurities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall will provide that: (i) that such assets shall will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, creditors except a claim of for payment for their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) law, and that the beneficial ownership of such assets shall thereof will be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will . Bank shall be maintained identifying the assets as belonging to Customer responsible for all claims for payment of fees for safe custody or as being held by a third party administration so that no Subcustodian exercises any claim for the benefit of such payment against Customer; (iv) Customer and Customer's independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer's ’s assets, including, but not limited to, notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account at such Securities Depository. The foregoing shall 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) Notwithstanding the foregoing, Bank shall have no responsibility may place and maintain Customer’s Financial Assets, corresponding to the Customer's Security Entitlements, with a Securities Depository or “intermediary custodian” (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) only if the Bank: (i) exercises due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets; (ii) provides, promptly upon the Customer’s request, such reports as are available concerning Bank’s internal accounting controls and financial strength; and (iii) requires any “intermediary custodian,” at a minimum, to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Security Entitlements of its Entitlement Holders.
(d) Bank is not responsible for the selection or monitoring of any Securities Depository 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, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall will make reasonable endeavors good faith efforts, in its discretion, to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a "U.S. Bank" as such term is defined , but Bank will not be obligated to institute legal proceedings, file proof of claim in rule 17f-5; and
(ii) an "Eligible Foreign Custodian" as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term 'securities depository' as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" as defined in rule 17f-7insolvency proceeding, or that has otherwise been made exempt pursuant to an SEC exemptive ordertake any similar action.
(f) The term 'securities depository' as used herein when referring to a securities depository located in the U.S. shall mean a "Securities Depository" as defined in rule 17f-4.
Appears in 1 contract